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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): June 6, 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
7.01. Regulation FD Disclosure.
On
June 6, 2024, Novo Integrated Sciences, Inc. (the “Company”) issued a press release announcing approval by the Company’s
Board of Directors of the increase of the maximum amount that can be repurchased under the Company’s previously announced stock
repurchase program (“Stock Repurchase Program”) to $10 million, up from the initial maximum amount of $5 million. Shares
may be purchased from time to time in the open market at prevailing market prices or in privately negotiated transactions. The increased
maximum amount available for purchase under the Stock Repurchase Program is based on the amount, if any, of excess funds that may be
generated from the pending program to monetize a Standby Letter of Credit intended to complete the Ophir Collection acquisition.
Pending
receipt of funds from the unsecured 15-year $70,000,000 promissory note with RC Consulting Consortium Group, LLC in favor of SCP Tourbillion
Monaco for a lump sum debt funding of $57,000,000, less fees and expenses, the amount and timing of any shares repurchased under the
Stock Repurchase Program will be determined at the discretion of management and will depend on a number of factors, including the market
price of the Company’s stock, trading volume, general market and economic conditions, the Company’s capital position, legal
requirements, and other factors. The Stock Repurchase Program does not obligate the Company to acquire any particular number of shares,
and the Stock Repurchase Program may be discontinued at any time at the Company’s discretion.
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:
June 6, 2024 |
By: |
/s/
Robert Mattacchione |
| |
|
Robert
Mattacchione |
| |
|
Chief
Executive Officer |
Exhibit
99.1
Novo
Integrated Sciences’ Board of Directors Approves Increase of Maximum Amount Under Stock Repurchase Program to $10 Million
BELLEVUE,
Wash., June 6, 2024 - Novo Integrated Sciences, Inc. (NASDAQ: NVOS) (the “Company” or “Novo”), today announced
the Company’s Board of Directors has approved an increase of up to $10 million maximum amount, from the previously announced up
to $5 million maximum amount, for the repurchase of the Company’s outstanding common stock from time to time in the open market
at prevailing market prices or in privately negotiated transactions. The increased maximum amount available for purchase under the stock
repurchase program is based on the amount, if any, of excess funds that may be generated from the pending program to monetize a Standby
Letter of Credit intended to complete the Ophir Collection acquisition.
Pending
receipt of funds from the unsecured 15-year $70,000,000 promissory note with RC Consulting Consortium Group, LLC in favor of SCP Tourbillion
Monaco for a lump sum debt funding of $57,000,000, less fees and expenses, the amount and timing of any shares repurchased under the
repurchase program will be determined at the discretion of management and will depend on a number of factors, including the market price
of the Company’s stock, trading volume, general market and economic conditions, the Company’s capital position, legal requirements,
and other factors. The repurchase program does not obligate the Company to acquire any particular number of shares, and the repurchase
program may be discontinued at any time at the Company’s discretion.
Robert
Mattacchione, Novo’s CEO and Chairman of the Board, stated, “Today’s announcement conveys our ongoing confidence in
our business and dedication to enhancing stockholder value. This stock repurchase program is a direct reflection of our belief that our
shares are undervalued, and a demonstration of our confidence in the business and the long-term opportunity ahead.”
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
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Novo Integrated Sciences (NASDAQ:NVOS)
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Novo Integrated Sciences (NASDAQ:NVOS)
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