UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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 1.01. Entry into a Material Definitive Agreement.
As previously reported on the Current Report on Form 8-K filed on April 27, 2023 with the Securities and Exchange Commission (the “SEC”), Novo Integrated Sciences, Inc. (the “Company”) entered into a securities purchase agreement (the “SPA”), dated April 26, 2023, with RC Consulting Group LLC in favor of SCP Tourbillion Monaco or registered assigns (the “Holder”), pursuant to which the Company issued an unsecured 15-year promissory note to the Holder (the “Note”) with a maturity date of April 26, 2038, in the principal sum of $70,000,000, which amount represents the $57,000,000 purchase price plus a yield (non-compounding) of 1.52% (zero coupon) per annum from the issue date.
The Note contains customary events of default relating to, among other things, payment defaults, breach of representations and warranties, and breach of provisions of the SPA or the Note. Upon the occurrence of any Event of Default (as defined in the Note), the Note is to become immediately due and payable, and the Company will pay to the Holder, in full satisfaction of its obligations thereunder, an amount equal to the principal amount then outstanding plus accrued interest (including any default interest) through the date of full repayment multiplied by 125%, as well as costs, including, without limitation, legal fees and expenses, of collection, all without demand, presentment or notice.
As previously reported on the Company’s Current Report on Form 8-K, filed with the SEC on February 15, 2024, the Company received a notification letter (the “Notification Letter”) from The Nasdaq Stock Market, LLC (“Nasdaq”) on February 9, 2024, indicating that the Company was not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market (the “Minimum Bid Price Requirement”).
According to the SPA, the Company’s non-compliance with the Minimum Bid Price Requirement constituted an Event of Default under the terms of the SPA and Note.
Also as previously reported on the Company’s Current Report on Form 8-K filed with the SEC on February 20, 2024, the Company and the Holder entered into a Limited Waiver (the “Waiver”) exempting any determination of non-compliance associated with the Minimum Bid Price Requirement, and is solely related to any notice of deficiency in accordance with the Minimum Bid Price Requirement but does not extend to any delisting associated with the Minimum Bid Price Requirement under the SPA and the Note. Nothing in the Waiver is be deemed to: (1) constitute a waiver, modification or amendment of any other term, provision or condition of the SPA or any other instrument or agreement referred to therein; (2) prejudice any right or remedy that the Holder may now have or may have in the future under or in connection with the SPA or any other instrument or agreement referred to therein, except as otherwise set forth therein.
All other provisions and conditions of the SPA and any other documents related to the SPA remained in full force and effect.
Assignment of SPA and Note
On March 18, 2024, the Company entered into the Assignment of Security Purchase Agreement and Promissory Note (the “Assignment”) with RC Consulting Group LLC and RC Consulting Consortium Group LLC. Pursuant to the terms of the Assignment, RC Consulting Group LLC assigned and transferred to RC Consulting Consortium Group LLC all of RC Consulting Group LLC’s right, title, claim and interest in and to the SPA and the Note, and RC Consulting Consortium Group LLC agreed to assume the same. Except as set forth in the Assignment, the terms of the SPA and the Note, each as amended from time to time, including by the Waiver, remain in full force and effect.
The foregoing summary of the Assignment does not purport to be complete and is qualified in its entirety by reference to the Assignment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Assignment of Security Purchase Agreement and Promissory Note, dated March 18, 2024, by and among the registrant, RC Consulting Group LLC and RC Consulting Consortium Group LLC. | |
| 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: March 18, 2024 | By: | /s/ Robert Mattacchione |
| Robert Mattacchione | ||
| Chief Executive Officer | ||
Exhibit 10.1
ASSIGNMENT OF SECURITY PURCHASE AGREEMENT AND PROMISSORY NOTE
THIS ASSIGNMENT OF SECURITY PURCHASE AGREEMENT AND PROMISSORY NOTE (“Assignment”), is made as of this 18th day of March, 2024, by and between RC Consulting Group LLC, (“Assignor”), RC Consulting Consortium Group LLC, (“Assignee”), and Novo Integrated Sciences Inc. (“Company”), (Assignor, Assignee and Company are sometimes referred herein, collectively, as the “Parties”). All initially capitalized terms used herein which are not otherwise defined herein shall have the meanings ascribed to them in the Security Purchase Agreement and the Promissory Note (as such term is defined below).
RECITALS
A. Assignor and Company have entered into that certain Security Purchase Agreement (“SPA”), dated as of April 26, 2023, for the sale of a Promissory Note (“Note”), dated April 26, 2023.
B. The Parties desire to enter into this Assignment to, among other things, assign the Assignor’s rights and interests in the Note and SPA to Assignee and to evidence Assignee’s assumption of Company’s obligations and liabilities under the Note and SPA.
ASSIGNMENT:
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Assignment of Note and SPA. Assignor hereby assigns and transfers to Assignee all of Assignor’s right, title, claim and interest in and to the Note and SPA.
2. Assumption. Assignee hereby acknowledges and agrees to all of the terms of the Note and SPA and accepts the foregoing assignment and assumes and agrees to perform all obligations of Assignor under the Note and SPA, in accordance with the terms thereof.
3. No Release. The assignment and assumption set forth in Paragraphs 1 and 2 hereof shall not release Assignee from the obligation of Assignee or Company to perform in accordance with the terms of the Note and SPA.
4. Amendment to Note and SPA. The Note and SPA is hereby amended in the following manner:
(a) The term “Buyer” as used in the SPA is amended to mean Assignee.
(b) The term “Holder” as used in the Note is amended to mean Assignee.
5. Representations and Warranties of Company. Company hereby represents and warrants to Assignee that each and every representation and warranty made by Company in the Note and SPA is true and correct with respect to Company as of the date herein and such representations and warranties apply fully to this Assignment and shall survive the term of the Note and SPA.
6. Ratification of Agreements. Except as expressly amended and modified under this Assignment, the Parties hereby ratify and affirm the terms and provisions of the Note and SPA in their entirety.
7. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of Georgia.
IN WITNESS WHEREOF,
the parties have executed this Assignment as of the day and year first above written.
| Assignor: RC Consulting Group LLC | ||
| Name: Roland Coston | ||
| Authorized Signer: | /s/ Roland Coston | |
| Assignee: RC Consulting Consortium Group LLC | ||
| Name: Roland Coston | ||
| Authorized Signer: | /s/ Roland Coston | |
| Company: Novo Integrated Sciences Inc. | ||
| Name: Robert Mattacchione | ||
| Authorized Signer: | /s/ Robert Mattacchione | |
Cover |
Mar. 18, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Mar. 18, 2024 |
| Entity File Number | 001-40089 |
| Entity Registrant Name | Novo Integrated Sciences, Inc. |
| Entity Central Index Key | 0001138978 |
| Entity Tax Identification Number | 59-3691650 |
| Entity Incorporation, State or Country Code | NV |
| Entity Address, Address Line One | 11120 NE 2nd Street |
| Entity Address, Address Line Two | Suite 200 |
| Entity Address, City or Town | Bellevue |
| Entity Address, State or Province | WA |
| Entity Address, Postal Zip Code | 98004 |
| City Area Code | (206) |
| Local Phone Number | 617-9797 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock |
| Trading Symbol | NVOS |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |