UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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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.
| Exhibit No. | Description | |
| 99.1 | Transcript of the registrant’s annual meeting of stockholders held on September 29, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 | ||