UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 3.02. Unregistered Sales of Equity Securities.
Between January 31, 2023 and February 9, 2023, Novo Integrated Sciences, Inc. (the “Company”) issued 6,887,006 shares of common stock to certain note holders upon conversion of their notes.
On February 10, 2023, the Company issued an additional 501,598 shares of common stock to a note holder upon conversion of its note.
Following such issuances, as of February 13, 2023, the Company’s issued and outstanding common share count is 135,646,831.
As of February 13, 2023, the principal balance owed by the Company pursuant to the senior secured convertible note, dated as of December 14, 2021, as amended, issued by the Company to Hudson Bay Master Fund Ltd. is $150,000.00; the principal balance owed by the Company pursuant to the senior secured convertible note, dated as of December 14, 2021, as amended, issued by the Company to CVI Investments, Inc. is $6,110.75; and the principal balance owed by the Company pursuant to the secured convertible promissory note, dated as of November 17, 2021, issued by the Company to Jefferson Street Capital LLC is $246,895.00.
Item 8.01. Other Events.
As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 21, 2022 by the Company, on December 15, 2022, the Company received a notice on December 15, 2022 (the “December Nasdaq Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) advising the Company that it was not in compliance with Nasdaq’s continued listing requirements under Nasdaq Listing Rule 5250(c)(1) (the “Rule”) as a result of its failure to timely file its Annual Report on Form 10-K for the fiscal year ended August 31, 2022 (the “Form 10-K”). On January 26, 2023, the Company reported that it received a notice (the “January Nasdaq Notice”) on January 25, 2023 from Nasdaq advising the Company that it was not in compliance with Nasdaq’s continued listing requirements under the Rule as a result of its failure to timely file the Form 10-K and its Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2022 (the “Form 10-Q”).
Per the January Nasdaq Notice and in accordance with the December Nasdaq Notice, the Company had 60 calendar days from receipt of the December Nasdaq Notice or until February 13, 2023, to submit a plan to regain compliance with the Rule with the respect to the Form 10-K and the Form 10-Q.
On February 13, 2023, the Company submitted to Nasdaq its plan to regain compliance with the Rule with respect to the Form 10-K and the Form 10-Q. If Nasdaq accepts the Company’s plan, then Nasdaq may grant an exception of up to 180 calendar days from the due date of the Form 10-K to regain compliance.
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: February 14, 2023 | By: | /s/ Robert Mattacchione |
| Robert Mattacchione | ||
| Chief Executive Officer | ||