8-K 1 form8-k.htm






Washington, DC 20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest reported): September 22, 2021


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)



(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.


As previously disclosed in the Current Report on Form 8-K filed on June 3, 2021 by Novo Integrated Sciences, Inc. (the “Company”) with the Securities and Exchange Commission (the “Commission”), on May 28, 2021, the Company and Novo Healthnet Limited, a wholly owned subsidiary of the Company (“NHL”), entered into a Share Exchange Agreement (the “ACZ SEA”) by and among the Company and NHL, on the one hand, and Acenzia Inc. (“Acenzia”), Avec8 Holdings Inc., Ambour Holdings Inc., Indrajit Sinha, Grant Bourdeau and Derrick Bourdeau, on the other hand (collectively, the “ACZ Shareholders”). As previously disclosed in the Current Report on Form 8-K filed on June 29, 2021 by the Company with the Commission, on June 24, 2021, pursuant to the terms of the ACZ SEA, the acquisition of Acenzia by NHL closed (the “Closing”). Pursuant to the terms of the ACZ SEA, the closing purchase price could be adjusted within 90 days of the Closing pending completion of an audit and working capital requirement provisions (the “Post-Closing Purchase Price Adjustment”).


Effective as of September 22, 2021, the Company, NHL, Acenzia and the ACZ Shareholders entered into Amendment No. 1 (“Amendment No. 1”) to the ACZ SEA. In addition to certain non-material changes, Amendment No. 1 extended the time during which the closing purchase price may be adjusted from 90 to 105 days after the Closing. Except as set forth herein, the material terms of the ACZ SEA remain unchanged.


The foregoing description of Amendment No. 1 is not complete and is qualified in its entirety by reference to the text of Amendment No. 1, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.


Item 7.01. Regulation FD Disclosure.


On September 23, 2021, the Company issued a press release announcing that Robert Mattacchione, Chairman and CEO of the Company, is scheduled to present at the Benzinga Virtual Global Healthcare Small Cap Conference on September 30, 2021 at 1:15 p.m. Eastern time.


The information included in Item 7.01 to this Current Report on Form 8-K, 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.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No.   Description
10.1   Amendment No. 1 to Share Exchange Agreement entered into and effective as of September 22, 2021, by and between the registrant, Novo Healthnet Limited, Acenzia Inc., Avec8 Holdings Inc., Ambour Holdings Inc., Indrajit Sinha, Grant Bourdeau, and Derrick Bourdeau.
99.1   Press release of the registrant issued on September 23, 2021.







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 23, 2021 By: /s/ Robert Mattacchione
    Robert Mattacchione
    Chief Executive Officer