UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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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
| Exhibit No. | Description | |
| 99.1 | Press release issued by the registrant on June 6, 2024. | |
| 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: June 6, 2024 | By: | /s/ Robert Mattacchione |
| Robert Mattacchione | ||
| Chief Executive Officer | ||