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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): September 27, 2023
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, $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.
On
September 27, 2023, Novo Integrated Sciences, Inc. (the “Company”) entered into a Master (Asset Transfer) Agreement (the
“Master Agreement”) by and between the Company and Blacksheep Trust (“Blacksheep”). Pursuant to the terms of
the Master Agreement, Blacksheep agreed to transfer, on such dates as agreed to by the Company and Blacksheep, to the Company certain
collateral equal to $1 billion and controlled by Blacksheep (the “Collateral”). The Collateral will be used by the Company
for monetization. The consideration for the Collateral is equal to 15% of the monetization, advanced within five business days of clear
access to the monetization or monetization facility.
The
parties to the Master Agreement intend that the transfer of Collateral will be duly validated and authenticated by third-party audit
procedures, said audit will allow for the transfer and monetization of the transferred Collateral, free and clear of any liens, claims
or encumbrances, from Blacksheep to the Company and that the Collateral will not be a part of Blacksheep’s property for any purposes
under state or federal law.
Pursuant
to the terms of the Master Agreement, Blacksheep will be entitled to an annual distribution of 10% of net profits as identified by an
independent auditor based on the Company’s business activity resulting from the direct investment of any funds derived from the
monetization of transferred Collateral.
The
Company has the right to the Collateral for no more than 15 years from the date of monetization, with the Company’s exclusive right
to repatriate the Collateral to Blacksheep sooner without penalty. Blacksheep will be permitted one seat on the Company’s Board
of Directors (the “Board”), which position will remain available for the term of the Collateral transfer or until the Collateral
is repatriated to Blacksheep.
Any
draw against the monetization of the Collateral will require unanimous Board consent.
The
Master Agreement contains customary representations, warranties, and covenants of the Company and Blacksheep.
The
foregoing description of the Master Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Master Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item
7.01. Regulation FD Disclosure.
On
September 28, 2023, the Company issued a press release announcing execution of the Master Agreement. 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.
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:
September 28, 2023 |
By:
|
/s/
Robert Mattacchione |
|
|
Robert
Mattacchione |
|
|
Chief
Executive Officer |
Exhibit
10.1
MASTER
(ASSET TRANSFER) AGREEMENT
This
MASTER AGREEMENT (this “Agreement”), dated as of September 27, 2023, is entered into by and between Blacksheep
Trust (the “Asset Holder”) and Novo Integrated Sciences Inc. (the “Recipient”),
collectively the “Parties”.
RECITALS
WHEREAS,
the Asset Holder controls certain verifiable collateral (“Collateral”);
WHEREAS
the Asset Holder desires to transfer to the Recipient, and the Recipient desires to receive from the Asset Holder, a specific amount
of Collateral equal to ONE BILLION USD for the purpose and general use of monetization;
WHEREAS,
the Parties would like to confirm and evidence their intent that all rights, title and interest in the Collateral will be transferred
to the Recipient as outlined herein;
WHEREAS,
the transfer will result in the Parties entering into a series of other agreements related to the management and responsibilities of
the Parties as administered by a Fiduciary for the benefit of the Recipient; and
WHEREAS,
except as otherwise specified herein or as the context may otherwise require, the terms not defined in this Agreement have the respective
meanings outlined in the other Agreements.
NOW
THEREFORE, in consideration of the recitals and mutual promises herein and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:
1.
Transfer of Collateral.
(a)
The Asset Holder hereby agrees to transfer, assign, set over, quitclaim, and otherwise convey to the Recipient, without recourse, representation,
or warranty except as provided herein, and the Recipient agrees to accept from the Asset Holder on each date set forth on the related
Transfer Supplement (each such date, the “Transfer Date”) all the rights, title, and interest of the Asset
Holder, in and to the related Collateral with the verification of said Collateral to be executed as specifically directed by the Asset
Holder without deviation or alteration. The consideration for the applicable Collateral is based on the bound and committed monetization
amount as arranged by the Recipient, the receipt of which by the Asset Holder is hereby acknowledged by the parties to be good and valuable
consideration, consisting of cash equal to fifteen (15%) percent of the monetization, advanced within five (5) business days of clear
access to the monetization or monetization facility.
(b)
The parties hereto intend that the transfer of Collateral under this Agreement and the related Transfer Supplement shall be duly validated
and authenticated by third-party audit procedures, said audit will allow for the transfer and monetization of the transferred Collateral,
free and clear of any liens, claims or encumbrances, from the Asset Holder to the Recipient and that the Collateral shall not be part
of the Asset Holder’s property for any purposes under state or federal law. It is the intention of the parties hereto that the
arrangements concerning the Collateral shall constitute an asset transfer and not a loan. In the event, however, that a court was to
hold that the transactions evidenced hereby constitute a loan and not an asset transfer, it is the intention of the parties hereto that
this Agreement shall be deemed to have created and does hereby create in favour of the Recipient a first-priority perfected security
interest in all of the Asset Holder’s right, title and interest, whether now owned or hereafter acquired, in, to and under the
Collateral and all proceeds thereof, to secure the obligations of the Asset Holder hereunder.
(c)
The Asset Holder hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements,
in any jurisdictions and with any filing offices as the Recipient may determine, in its sole discretion, are necessary or advisable to
perfect the security interest described in the preceding paragraph. Such financing statements may describe the collateral in the same
manner as described in this Agreement or any other security agreement, assignment, transfer document or pledge agreement entered by the
parties in connection therewith.
(d)
The Asset Holder will be entitled to an annual distribution of ten (10%) percent of net profits as identified by an independent auditor
based on the Recipient’s business activity resulting from the direct investment of any funds derived from the monetization of transferred
Collateral. Asset Holder will be notified of any investment the Recipient is undertaking with the capital attributed to the monetization
of Collateral.
(e)
The Asset Holder will be permitted one Board seat on the Board of Directors of the Recipient, which position shall remain available for
the term of the Collateral Transfer or until the Collateral is repatriated to the Asset Holder, additionally any draw against the monetization
of the Collateral shall require unanimous Board consent.
2.
Term. The Recipient shall have the right to the Collateral for no more than fifteen (15) years from the date of monetization,
with the Recipient’s exclusive right to repatriate the Collateral to the Asset Holder sooner without penalty. All conditions and
covenants in this agreement or any other agreement related to this Master Agreement shall be in full force and effect for the entirety
of the Term.
3.
Representations, Warranties and Covenants of the Asset Holder. The Asset Holder hereby represents, warrants, and covenants
to the Recipient, its successors, and assigns, that:
(a)
Organization. It is duly formed, validly existing and in good standing under the laws and regulations of its jurisdiction
of formation and is duly qualified, and in good standing in every jurisdiction where such qualification is necessary for the transaction
of its business except where the failure to do so would not have a material adverse effect on the transactions contemplated hereby or
the Asset Holder’s ability to perform its obligations hereunder. It has the power to own and hold the assets it purports to own
and hold, and to carry on its business as now being conducted and proposed to be conducted, in each case, except where the failure to
do so would not have a material adverse effect on the transaction contemplated hereby or the Asset Holder’s ability to perform
its obligations hereunder.
(b)
Due Execution; Enforceability. It has the full power and authority to execute and deliver this Agreement and to carry
out its terms; it has full power, authority and right under its constituent documents to sell, convey, transfer, set over, and otherwise
assign the Collateral to the Recipient; and it has duly authorized such by all necessary entity action. This Agreement has been duly
executed and delivered by the Asset Holder, and constitutes the legal, valid, and binding obligations of the Asset Holder, enforceable
against the Asset Holder under its terms, subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally,
to any applicable law imposing limitations upon, or otherwise affecting, the availability or enforcement of rights to indemnification
hereunder and to equitable principles.
(c)
Non-Contravention. Neither the execution and delivery of this Agreement, nor consummation by the Asset Holder of the transactions
contemplated by this Agreement, nor compliance by Asset Holder with the terms, conditions and provisions of this Agreement will conflict
with or result in a breach of any of the terms, conditions or provisions of any of the following in a manner which would have a material
adverse effect on the Asset Holder’s ability to perform its obligations hereunder: (i) the organizational documents of the Asset
Holder, (ii) any material contractual obligation to which the Asset Holder is now a party or the rights under which have been assigned
to the Asset Holder or the obligations under which have been assumed by the Asset Holder or to which the assets of the Asset Holder are
subject or constitute a default thereunder in any material respect, or result thereunder in the creation or imposition of any lien upon
any of the assets of the Asset Holder, other than pursuant to this Agreement, (iii) any judgment or order, writ, injunction, decree or
demand of any court applicable to the Asset Holder that would have a material adverse effect on the Asset Holder’s ability to perform
its obligations hereunder, or (iv) any applicable requirement of law in any material respect. The Asset Holder has all necessary licenses,
permits and other consents from governmental authorities necessary to own, sell or transfer the Collateral and for the performance of
its obligations under this Agreement except where the failure to have any such license, permit or consent would not have a material adverse
effect on the Asset Holder’s ability to perform its obligations hereunder.
(d)
Litigation; Requirements of Law. (i) There is no action, suit, proceeding, investigation, or arbitration pending or, to
the best knowledge of the Asset Holder, threatened, against the Asset Holder concerning the Collateral, (ii) Asset Holder complies in
all material respects with all requirements of the law to which the Asset Holder is subject concerning the Collateral, and (iii) Asset
Holder is not in default in any material respect concerning any judgment, order, writ, injunction, decree, rule or regulation of any
arbitrator or governmental authority, in each of the foregoing instances, except where such action, suit, proceeding, investigation,
or arbitration, non compliance or default would not have a material adverse effect on any Collateral or Asset Holder’s ability
to perform its obligations hereunder.
(e)
Good Title to Collateral. The Asset Holder has not assigned, pledged, or otherwise conveyed or encumbered any interest
in the Collateral to any other person, which assignment, pledge, conveyance, or encumbrance remains effective as of the applicable Transfer
Date. Immediately before the transfer of any of the Collateral to the Recipient from the Asset Holder, such Collateral is free and clear
of any lien, encumbrance or impediment to transfer created by the Asset Holder (including any “adverse claim”, and the Asset
Holder is the sole record and beneficial owner of and has good and marketable title to and the right to sell and transfer such Collateral
to the Recipient and, upon transfer of such Collateral to the Recipient, the Recipient shall be the sole owner of such Collateral free
of any adverse claim created by the Asset Holder. In the event the transactions contemplated hereby are recharacterized as secured financing
of the Collateral, the provisions of this Agreement are effective to create in favour of the Recipient a valid security interest in all
rights, title, and interest of the Asset Holder in, to and under the Collateral and the Recipient shall have a valid, perfected priority
security interest in the Collateral.
(f)
Characteristics of Collateral. The information set forth concerning each Collateral Obligation in the Schedule of Collateral
Obligations is correct.
(g)
No Default. No default shall have occurred and be continuing concerning any Collateral Obligation as of the applicable
Transfer Date.
(h)
Solvency. The Asset Holder is generally able to pay, and as of the applicable Transfer Date, is paying its debts as they
come due. The Asset Holder’s assets at a fair valuation exceed its liabilities. The Asset Holder has not entered into this Agreement
or the transactions effectuated hereby in contemplation of insolvency or with intent to hinder, delay or defraud any creditor.
(i)
Further Agreements. The Asset Holder shall complete and execute any other agreements contemplated for the effective transfer
of Collateral, management of Collateral and any monetization of the Collateral including but not limited to Collateral Transfer Agreement,
Fiduciary Agreement Collateral Valuation Agreement, Security Agreement, and any supplemental agreements as contemplated and required
by this transaction.
4.
Curing of Collateral Obligations. Each party to this Agreement shall give notice to the other party promptly, in writing,
upon the discovery of any breach of the Asset Holder’s representations and warranties made according to Section 2
hereof which has a material adverse effect on the interest of the Recipient in any Collateral Obligation. In the event of such a material
breach, the Asset Holder shall promptly cure any Collateral Obligation herein.
5.
Representations, Warranties and Covenants of the Recipient. The Recipient hereby represents, warrants, and covenants to
the Asset Holder, its successors, and assigns, that:
(a)
Organization. It is duly incorporated, validly existing and in good standing under the laws and regulations of its jurisdiction
of incorporation and is duly licensed, qualified, and in good standing in every jurisdiction where such licensing or qualification is
necessary for the transaction of its business except where the failure to do so would not have a material adverse effect on the transaction
of the Recipient’s business or its ability to perform its obligations hereunder. It has the power to own and hold the assets it
purports to own and hold, and to carry on its business as now being conducted and proposed to be conducted, in each case, except where
the failure to do so would not have a material adverse effect on the transactions contemplated hereby or on the Recipient’s ability
to perform its obligations hereunder.
(b)
Due Execution, Enforceability. This Agreement has been duly executed and delivered by the Recipient and constitutes the
legal, valid, and binding obligations of the Recipient, enforceable against the Recipient under its terms, subject to bankruptcy, insolvency,
and other limitations on creditors’ rights generally, to any applicable law imposing limitations upon, or otherwise affecting,
the availability or enforcement of rights to indemnification hereunder and to equitable principles.
(c)
Litigation; Requirements of Law. (i) There is no action, suit, proceeding, investigation, or arbitration pending or, to
the best knowledge of the Recipient, threatened, against the Recipient or any of its assets; (ii) the Recipient is in compliance in all
material respects with all requirements of law to which the Recipient is subject; and (iii) the Recipient is not in default in any material
respect concerning any judgment, order, writ, injunction, decree, rule or regulation of any arbitrator or governmental authority, in
each of the foregoing instances, except where such action, suit, proceeding, investigation or arbitration, non-compliance or default
would not have a material adverse effect on any Collateral or on the Recipient’s ability to perform its obligations hereunder.
(d)
No Broker. The Recipient has not dealt with any broker, investment banker, agent, or other person (other than the Asset
Holder or an affiliate of the Asset Holder) who may be entitled to any commission or compensation in connection with the transfer of
Collateral under this Agreement.
(e)
Consents. No consent, approval, or other action of, or filing by the Recipient with, any governmental authority or any
other person is required to authorize or is otherwise required in connection with, the execution, delivery, and performance of this Agreement
(other than consents, approvals and filings that have been obtained or made, as applicable).
(f)
Further Agreements. The Recipient shall complete and execute all other agreements contemplated for the effective transfer
of Collateral, management of Collateral and any monetization structure contemplated resulting in the participation of the Recipient to
do so.
(g)
Defaults. In the event of a Recipient default, which default is defined as a missed payment of any kind under any
agreement where the missed payment jeopardizes the Collateral the Collateral will transfer back to the Asset Holder unless such default
is cured within ten (10) days.
6.
Closing. The transfer of the Collateral shall be held on the applicable Transfer Date at the time and place mutually agreed
upon by the parties.
The
transfer shall be subject to each of the following conditions:
(a)
all the representations, warranties and covenants of the Recipient and the Asset Holder specified herein shall be true and correct in
all material respects as of the applicable Transfer Date (or such other date specifically provided in the representation or warranty);
(b)
the applicable Transfer Supplement shall be duly executed by the Asset Holder and the Recipient;
(c)
the Collateral Obligations constituting the Collateral and any applicable transfer documents that are requested by the Fiduciary shall
be delivered to the Fiduciary (or otherwise at the direction of the Recipient); and
(d)
all other terms and conditions of this Agreement required to be complied with on or before the applicable Transfer Date shall have been
complied with.
(e)
the parties shall have received all Board and Executive approvals required individually and collectively to complete the transaction,
in addition to any regulatory approvals to perform the same.
Each
of the parties hereto agrees to use all reasonable commercial efforts to perform its respective obligations hereunder in a manner that
will enable the Recipient to receive the Collateral on the applicable Transfer Date.
7.
Undertaking and Assumption. To the extent that any Collateral Obligation requires that any transferee of an interest therein
must execute an assignment and assumption agreement whereby such transferee assumes all of the obligations of the holder thereof concerning
such Collateral Obligation or portion thereof being transferred, and such an agreement has not already been executed and delivered, the
parties hereto intend that this Agreement shall constitute such an assignment and assumption agreement (within the meaning of such Collateral
Obligation) concerning the transfer of such Collateral Obligation to the Recipient and the Recipient may enter into an omnibus assignment
and assumption agreement to evidence such assignment and assumption under this Agreement.
The
Recipient hereby assumes and undertakes to perform, pay, or discharge under the terms and conditions thereof all obligations of the Asset
Holder in its capacity as the holder of Collateral under the related Collateral Obligation, to the extent such obligations are to be
performed, paid, or discharged after the effectiveness of the transfer of Collateral and related Collateral Obligation to the Recipient.
The Recipient hereby agrees to be bound by the terms, provisions, covenants, and conditions in the Collateral Obligation. The Asset Holder
hereby retains and undertakes to perform, pay, or discharge under the terms and conditions under such Collateral Obligation all the obligations
of the holder of the Collateral to the extent such obligations arose or accrued before the effectiveness of such transfer. The Recipient
agrees to execute and deliver all such further assurances as may be reasonably requested by the Asset Holder to affect the assumption
by the Recipient of the obligations of the Asset Holder under such Collateral Obligation concerning the Collateral as contemplated herein.
Except as may otherwise have been agreed to between the parties concerning any Collateral, (i) the Asset Holder hereby represents warrants
and agrees that any amounts received by it concerning the Collateral and which accrue from and after the effectiveness of the transfer
of such Collateral shall in no way create a right to the Collateral.
8.
Notices. Any notice under this Agreement shall be in writing and sent by facsimile, confirmed by telephonic communication,
or addressed and delivered or mailed postage paid to the other party at such address as such other party may designate for the receipt
of such notice. Notice shall be deemed to have been duly given, made, or received when delivered against receipt or upon actual receipt
of registered or certificated mail, postage prepaid, return receipt requested, or in the case of facsimile notices when received in legible
form. Until further notice to the other party, it is agreed that the address of:
|
(a) |
the
Asset Holder for this purpose shall be:
Blacksheep
Trust
Attention:
John Baron, Executive Trustee
Email: |
|
(b) |
the
Recipient for this purpose shall be:
Novo
Integrated Sciences Inc.
Attention:
Robert Mattacchione, CEO
Email:
Robert.mattacchione@novointegrated.com |
9.
GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED UNDER AND FOLLOWING THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY THEREIN, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW.
10.
Survival. The Asset Holder and the Recipient agree that the representations, warranties and agreements made by it herein
and in any certificate or other instrument delivered pursuant hereto shall be deemed to have been relied upon by the Recipient and the
Asset Holder, respectively, notwithstanding any investigation heretofore or hereafter made by the other party or on the other party’s
behalf, and that the representations, warranties and agreements made by the Asset Holder herein or in any such certificate or other instrument
and Sections 17 and 18 of this Agreement, shall survive the delivery of and payment for the Collateral.
11.
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original,
but all of which together shall constitute one instrument.
12.
Entire Agreement. This Agreement constitutes the entire understanding and agreement among the parties and supersedes all
other prior understandings and agreements, whether written or oral, among the parties concerning this subject matter.
13.
Severability. In the event any court of competent jurisdiction shall hold any provision of this Agreement invalid or unenforceable,
such holding shall not invalidate or render unenforceable any other provisions hereof.
14.
Captions. The captions in this Agreement are included for convenience only and in no way define or limit any of the provisions
hereof or otherwise affect their construction or effect.
15.
Use of Terms. Words used herein, regardless of the number and gender specifically used, shall be deemed, and construed
to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.
16.
Amendments. This Agreement may be amended or modified only by an instrument in writing signed by the parties hereto.
17.
Security. The Asset Holder will be afforded the right of secured registration against the Collateral for the entirety
of the Term of this agreement. The Asset Holder will agree to postpone any security interest in the Collateral it may have for the sole
purposes of monetization.
18.
Non-Petition. The Asset Holder and the Recipient agree that neither party shall institute against, or join any other person
in instituting against the Recipient or the Asset Holder, respectively, any bankruptcy, reorganization, arrangement, insolvency, moratorium,
liquidation or similar proceedings or other proceedings under U.S. federal or state bankruptcy laws or similar laws of any jurisdiction
until at least one (1) year and one (1) day (or, if applicable, such longer preference period as may be in effect) from transfer; provided
that nothing in this Section 17 shall preclude, or be deemed to estop, the Asset Holder or the Recipient (A) from taking any other
action prior to the expiration of such period in (i) any case or proceeding voluntarily filed or commenced by the Recipient or the Asset
Holder, respectively, or (ii) any involuntary insolvency proceeding filed or commenced against the Recipient or the Asset Holder, respectively,
by a person other than the Asset Holder or the Recipient, respectively, or (B) from commencing against the Recipient or the Asset Holder,
respectively, or any properties of the Recipient or the Asset Holder, respectively, any legal action which is not a bankruptcy, reorganization,
arrangement, insolvency, moratorium, liquidation or similar proceeding. The provisions of this Section 17 shall survive
termination of this Agreement for any reason whatsoever.
19.
Limited-Recourse. (a) Notwithstanding any other provision of this Agreement, the obligations of the Recipient to the Asset
Holder under this Agreement, and of the Asset Holder to the Recipient under this Agreement, shall be limited to the remaining amounts
from time to time available and comprising the assets of the Recipient and the Asset Holder, respectively having satisfied, or provided
for all other prior ranking liabilities of the Recipient or the Asset Holder, as the case may be. Accordingly, the Asset Holder shall
have no claim or recourse against the Recipient in respect of any amount which is or remains unsatisfied after the application of the
funds comprising the assets of the Recipient or representing the proceeds of realization thereof and any remaining obligation to pay
any further unsatisfied amounts shall be extinguished. Correspondingly, the Recipient shall have no claim or recourse against the Asset
Holder in respect of any amount which is or remains unsatisfied after the application of the funds comprising the assets of the Asset
Holder or representing the proceeds of realization thereof and any remaining obligation to pay any further unsatisfied amounts shall
be extinguished. None of the shareholders, subordinated noteholders, partners, members, directors, board members, officers, employees
and agents of the Asset Holder and the Recipient shall be personally liable for any amounts payable, or performance due, under this Agreement.
(b)
The provisions of this Section 18 shall survive termination of this Agreement for any reason whatsoever.
IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Asset Transfer Agreement on the date first above mentioned.
|
Blacksheep
Trust |
|
|
|
|
By: |
/s/
John P. Baron |
|
Name: |
John P. Baron |
|
Title: |
Executive Trustee |
|
Novo Integrated Sciences Inc. |
|
|
|
|
By: |
/s/
Robert Mattacchione |
|
Name: |
Robert Mattacchione |
|
Title: |
CEO |
EXHIBIT
A
FORM
OF TRANSFER SUPPLEMENT
THIS
TRANSFER SUPPLEMENT TO THE ASSET TRANSFER AGREEMENT (this “Transfer Supplement”), dated as of [INSERT
DATE], by and between Blacksheep Trust (the “Asset Holder”) and Novo Integrated Sciences Inc. (the
“Recipient”). Except as otherwise expressly provided herein or unless the context otherwise requires, all capitalized
terms used herein shall have the meanings attributed to them in the Asset Transfer Agreement, dated as of [INSERT DATE] (the “Master
Asset Transfer Agreement”), between the Asset Holder and the Recipient.
Section
1. Transferred Collateral
(a)
The Transferred Collateral to which this Transfer Supplement applies is described on Schedule A hereto.
(b)
Transfer Date: [_____].
(c)
Value of Transferred Collateral: $[_____].
(d)
Form of Collateral instrument attached.
Section
2. Representations, Warranties and Covenants of the Asset Holder. The Asset Holder’s representations, warranties and
covenants outlined in Section 3 of the Master Asset Transfer Agreement shall be true in all material respects as of the
Transfer Date (or such other date specifically provided in the particular representation or warranty).
Section
3. Effect of Supplement. Except as specifically supplemented herein, the Master Asset Transfer Agreement shall continue in
full force and effect by its original terms. Reference to this specific Transfer Supplement need not be made in the Master Asset Transfer
Agreement, or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued
or made under or concerning the Master Asset Transfer Agreement, any reference in any of such items to the Master Asset Transfer Agreement
is sufficient to refer to the Master Asset Transfer Agreement as supplemented hereby.
Section
4. Counterparts. This Transfer Supplement may be executed in any number of counterparts, and by the different parties on different
counterpart signature pages, all of which taken together shall constitute the same agreement. Any of the parties hereto may execute this
Transfer Supplement by signing any such counterpart and each of such counterparts shall for all purposes be deemed to be an original.
This Transfer Supplement shall be governed by the internal laws of the State of New York.
IN
WITNESS WHEREOF, the parties hereto have caused this Transfer Supplement to Asset Transfer Agreement to be duly executed by their
respective officers duly authorized as of the day and year first above written.
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Blacksheep
Trust
as
Asset Holder |
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By: |
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Name: |
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Title: |
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Novo
Integrated Sciences Inc.
as
Recipient |
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By: |
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Name: |
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Title |
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Exhibit
99.1
Novo
Integrated Sciences Signs Master Collateral Transfer Agreement
One
Billion Dollar Collateral Transfer through Blacksheep Trust
BELLEVUE,
Wash., September 28, 2023 - Novo Integrated Sciences, Inc. (NASDAQ: NVOS) (the “Company” or “Novo”), today
announced Novo and Blacksheep Trust have signed a One Billion Dollar Master Collateral Transfer Agreement (the “Master Agreement”)
for the purpose and general use of monetization by Novo for a period of up to 15 years. The One Billion Dollar collateral transfer is
expected to occur in one or more transactions during the current fiscal quarter following the validation and authentication by third-party
audit procedures.
Robert
Mattacchione, Novo’s CEO and Chairman of the Board, stated, “Novo has secured its core business capital needs with previously
disclosed financings and financing opportunities. We believe the pending monetization of this One Billion Dollar collateral transfer
transaction represents the solution to the Company’s hypergrowth expectations, and this transaction will allow the Company to proceed
with its international growth objectives. We expect our ability to leverage this collateral will provide us with a self-sufficient capital
platform ensuring opportunistic and strategic advantage.”
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
v3.23.3
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Novo Integrated Sciences (NASDAQ:NVOS)
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Novo Integrated Sciences (NASDAQ:NVOS)
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