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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 29, 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 100, 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
5.07. Submission of Matters to a Vote of Security Holders.
On
September 29, 2023, Novo Integrated Sciences, Inc. (the “Company”) held its 2023 virtual annual meeting of stockholders (the
“Annual Meeting”) to vote on the following matters:
1.
Election of Directors
Each
of the following five nominees was elected to the Company’s Board of Directors, in accordance with the voting results listed below,
to serve for a term of one year, until the next annual meeting of stockholders and until their successors have been duly elected and
have qualified.
Nominee |
|
For |
|
|
Against |
|
|
Abstain |
|
|
Broker
Non-Votes |
|
Robert
Mattacchione |
|
44,506,878 |
|
|
- |
|
|
554,888 |
|
|
24,690,122 |
|
Christopher
M. David |
|
44,243,151 |
|
|
- |
|
|
815,970 |
|
|
24,692,767 |
|
Alex
Flesias |
|
36,914,231 |
|
|
- |
|
|
8,144,889 |
|
|
24,692,768 |
|
Michael
Pope |
|
37,045,858 |
|
|
- |
|
|
8,013,263 |
|
|
24,692,767 |
|
Sarfaraz
Ali |
|
43,621,736 |
|
|
- |
|
|
1,440,884 |
|
|
24,689,268 |
|
2.
Approval of the 2023 Equity Incentive Plan
Stockholders
approved the 2023 Equity Incentive Plan, in accordance with the voting results listed below.
For |
|
|
Against |
|
|
Abstain |
|
|
Broker
Non-Votes |
|
33,924,146 |
|
|
|
10,594,459 |
|
|
|
544,015 |
|
|
|
24,689,268 |
|
3.
Approval of Reverse Stock Split
Stockholders
voted to approve an amendment of the Company’s Amended and Restated Articles of Incorporation, as amended, to effectuate a reverse
stock split of the Company’s outstanding shares of common stock, at a ratio of no less than 1-for-5 and no more than 1-for-15,
with such ratio to be determined at the sole discretion of the Company’s Board of Directors, in accordance with the voting results
listed below.
For |
|
|
Against |
|
|
Abstain |
|
|
Broker
Non-Votes |
|
55,655,865 |
|
|
|
13,247,192 |
|
|
|
776,031 |
|
|
|
72,800 |
|
4.
Ratification of Auditors
Stockholders
voted to ratify the appointment of Fruci & Associates II, PLLC as the Company’s independent registered public accounting firm
for the fiscal year ended August 31, 2023, in accordance with the voting results listed below.
For |
|
|
Against |
|
|
Abstain |
|
|
Broker
Non-Votes |
|
68,036,919 |
|
|
|
726,556 |
|
|
|
988,412 |
|
|
|
1 |
|
Item 7.01. Regulation FD Disclosure.
A transcript of the Annual
Meeting is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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:
October 2, 2023 |
By:
|
/s/
Robert Mattacchione |
|
|
Robert
Mattacchione |
|
|
Chief
Executive Officer |
Exhibit
99.1
Transcript
of
NOVO
INTEGRATED SCIENCES, INC.
2023
Virtual Annual Meeting of Stockholders
September
29, 2023
Chris
David: |
Hello
to everyone. Welcome to Novo Integrated Sciences’ 2023 Virtual Annual Meeting of Stockholders. My name is Chris David. I am
Novo’s President and COO, and a member of the Board. I will be moderating today’s meeting. |
At
the conclusion of the formal business portion of today’s meeting, we’ll open the floor up for questions, but questions that
are specific and germane to the proposals of the shareholder meeting. We will also make a statement about the release yesterday and the
disclosure of the agreement, the $1 billion collateral transfer – master collateral transfer – agreement and the 8-K related
to it.
As
we begin now with the formal business of the meeting, I would like to read a cautionary statement.
During
the course of this meeting or in answers to questions, we may make forward-looking statements regarding future events or the future performance
of the Company. Actual events or results could, of course, differ materially. Moreover, we are not undertaking any obligation to provide
updates in the future. We refer you to the documents the Company files from time to time with the SEC, specifically the Company’s
most recent Annual Report on Form 10-K, its most recent Quarterly Report on Form 10-Q and other reports we file with the SEC. These documents
contain and identify important factors that could cause actual results to differ materially from those contained in any forward-looking
statements.
Novo’s
2023 Annual Stockholders Meeting will now please come to order. We want to welcome you and express our thanks for your attendance at
this meeting.
I
would like to begin by introducing Rob Mattacchione, our Chairman of the Board and CEO; and our three independent directors: Alex Flesias,
Michael Pope, and Sarfaraz Ali.
I
will now conduct the annual meeting as it relates to the proposals to be voted upon by our stockholders.
Notice
of this meeting was given to all stockholders of record at the close of business on August 8, 2023, by United States mail, on or about
August 18, 2023, and I have for inclusion in the record of this meeting an affidavit from Pacific Stock Transfer to that effect. A list
of stockholders on the record date has been available for review for at least the past 10 days.
The
preliminary report of the inspector of elections is that more than 46.76% of the shares entitled to vote are present in person or by
proxy at this meeting and therefore, I find there is a sufficient number to constitute a quorum for purposes of transacting business
today. Accordingly, this meeting is declared open to proceed with its business.
In
order to expedite the consideration and vote of the business matters at this meeting, the following is the order of business which I
will follow: each of the matters to be discussed and acted upon by our stockholders at this meeting will be discussed in the order set
forth in the proxy statement. We will then vote on each matter to be acted upon.
We
will now consider Proposal 1—nominations for directors to serve for a term of one year as set forth in the proxy statement or until
their successors are duly elected and qualified. The board of directors favors the election of the following persons as directors:
Robert
Mattacchione
Christopher
David
Alex
Flesias
Michael
Pope
Sarfaraz
Ali
These
candidates are hereby nominated to be elected directors of the Company. Other than these candidates, there were no other nominations
in accordance with the procedures set forth in our Articles of Incorporation and bylaws.
If
there are no objections, the nominations are closed.
Next,
we will consider Proposal 2—approval of the 2023 Equity Incentive Plan, as described in the proxy statement.
We
will also consider Proposal 3—approval of an amendment to Novo’s Articles of Incorporation to effectuate a reverse stock
split of our outstanding shares of common stock. The reverse stock split would be at a ratio of no less than 1-for-5 and no more than
1-for-15, with such ratio to be determined at the sole discretion of the board of directors.
Finally,
we’ll consider Proposal 4—ratification of the appointment of Fruci & Associates II, PLLC as our independent registered
public accounting firm for the fiscal year ended August 31, 2023, as described in the proxy statement.
Now
that we have reviewed the proposals to be voted upon, I hereby declare the polls open for voting. Please remember that if you’ve
already sent in your proxy card or voted by Internet or telephone, your shares have been voted accordingly. Stockholders who have sent
in proxies or already voted do not need to take any further action. You do not need to vote today unless you are voting for the first
time or want to change your previous vote. We will now proceed to vote on Proposals 1 through 4.
The
voting is now closed. While the inspector of elections is completing tabulation of the votes, are there any questions that our stockholders
would like to ask? Please bear in mind that we will only take questions that are germane to the specific proposals to be voted on.
But
first the company wants to provide some thoughts on the $1 billion agreement disclosed yesterday via press release and 8-K filing with
the SEC. Like all agreements Novo executes, front and center is what we believe is to be best for the Company and its shareholders. This
agreement is structured so the Company has minimal risks prior to validation and authentication by third-party audit procedures, at which
point the Company can move forward with one or more transactions to monetize the collateral. As provided for in the agreement, no funds
have been, or will be, provided by the Company to Blacksheep Trust until the monetization transaction is closed. The Company intends
to provide more information next week via press release. Please note also the Company will continue with its diligence throughout all
phases of the transaction.
Now
we will only take questions that are germane to the specific proposals that have been voted on. Rob?
Rob
Mattacchione: |
Good
afternoon, everyone. Let’s try to go through some of these questions here. |
So
we have a question about the reverse itself. Just for the sake of clarity, the approval or the potential approval of the option to reverse
is exactly that – an approval for the option to do so. Our intent and my personal belief is that we can achieve compliance organically
between now and the dates that are sensitive to doing so, so it is not a vote automatically creating the need for the reverse. I want
to make that very, very clear. There has been a lot of confusion around the issue. That’s not occurring today. I’ll tell
you that we have until, I believe – and please do not quote me on its accuracy – but I believe its November 20th
to be compliant with, under the Nasdaq rules. So we have some time here to get ourselves organically compliant but this would give us
the last option to meeting compliance as obviously it’s important for us to maintain our position in and on the Nasdaq.
I’ll
reiterate what Chris David identified with respects to the master collateral transfer agreement. There will be more clarity provided
next week through PR. There are several questions from several individuals about it, and we will create the clarity that will remedy
the confusion that sits about it now. We’re not in a position to do so at this point. It isn’t the forum for it as was identified
by Mr. David, but we will most definitely create that clarify for you next week by way of press release.
The…
there’s a question here about the buyback. It’s an absolute certainty upon the conditions that I’ve identified in prior
disclosures, that once we are in receipt of certain capital that we’ve – that we anticipate is occurring in the very near
future – that we will definitely look to engage in a share buyback program. Obviously, we are governed by the rules associated
with that type of activity, but that hasn’t deviated. We identified in previous disclosures an amount that we’re targeting
at a minimum level of $5 million, I believe, and that hasn’t changed in our Board’s discussions and our company’s intent.
Sorry
guys. I’m just going through this. There’s a comment from one of our participants about the naked short activity. I can’t
comment on it from a professional perspective, but there’s a lot of discussion about the activity that surrounds our stock and
shorters and naked shorts in general. I’ll leave that for all of you much more inept participants to make sense of.
There’s
a question here about the SWAG deal. We are continuing through our procedures to enact the closing as was previously disclosed. All parties
are aware of the circumstances surrounding - parties relevant to the transaction – are aware of circumstances surrounding the process
and we anticipate that we will be able to, in the very near future, announce that that’s been completed, as well so there’s
many things that we’re excited about and that’s really been the core reason for believing that we have a very strong possibility
for organic compliance for the dollar. Many things that have been on the table with respects to working through and bringing it to a
point of an execution of closing we’re excited that I think we’re very close on many fronts to finally completing on much
of what’s been discussed, announced and disclosed.
There
does not seem to be any new questions or questions that relate to new topics so I will hand it back over to Mr. David.
Chris
David: |
We
will now report on the results of the stockholder vote. |
According
to the preliminary report of the inspector of elections, each of the proposals presented at this meeting have been approved with the
following voting results:
|
● |
Proposal
1—Each of the persons nominated to be directors of the Company has been elected. |
|
● |
Proposal
2—The 2023 Equity Incentive Plan has been approved. |
|
● |
Proposal
3—The articles amendment to effectuate the reverse stock split has been approved. |
|
● |
Proposal
4—The selection of Fruci as our independent registered public accounting firm has been ratified. |
The
matters that this meeting was called to consider have been completed. Is there any additional business to come before this meeting?
If
there is no other business to come before this meeting, I would like to make some concluding remarks.
I
would like to thank you, our stockholders and invited guests, for your support and I’d like to emphasize the commitment of each
and every member of our team, to deliver the best possible results for our Company. We move forward with high expectations and a tenacity
for success to continue in our efforts to build stockholder value. As always, we thank you for your support and look forward to accomplishing
even more for you, our stockholders, in the year and years to come.
The
meeting is adjourned. Thank you very much.
v3.23.3
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