Current Report Filing (8-k)
2021年4月15日 - 9:02PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest reported): April 13, 2021
Novo
Integrated Sciences, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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001-40089
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59-3691650
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
Number)
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11120
NE 2nd Street, Suite 100, Bellevue, WA 98004
(Address
of principal executive offices)
(206)
617-9797
(Registrant’s
telephone number, including area code)
N/A
(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.)
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CF$ 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Trading
Symbol(s)
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Name
of Each Exchange on which Registered
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Common
Stock, $0.001 par value
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NVOS
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The
Nasdaq Stock Market LLC
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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).
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
8.01. Other Events
As
previously disclosed by Novo Integrated Sciences, Inc. (the “Company”) in its Current Report on Form 8-K filed with
the Securities and Exchange Commission (the “SEC”) on April 9, 2021, on April 9, 2021, the Company entered into a
Securities Purchase Agreement (the “Purchase Agreement”) with several accredited institutional investors (the “Purchasers”)
pursuant to which the Company agreed to issue to the Purchasers, (i) in a registered direct offering (the “Registered Direct
Offering”), an aggregate of 2,388,050 shares of the Company’s common stock, par value $0.001 per share (“Common
Stock”), and (ii) in a concurrent private placement (the “Private Placement”), warrants to purchase an aggregate
of 2,388,050 shares of Common Stock at an exercise price per share of $3.35 (the “Warrants”). The combined purchase
price for one share of Common Stock and a Warrant was $3.35, representing aggregate gross proceeds to the Company of approximately
$8.0 million.
The
Registered Direct Offering and the Private Placement closed on April 13, 2021. Accordingly, on April 13, 2021, the Company issued
to the Purchasers an aggregate of 2,338,050 shares of Common Stock in the Registered Direct Offering and Warrants to purchase
an aggregate of 2,338,050 shares of Common Stock in the concurrent Private Placement. The Warrants have an exercise price of $3.35
per share and are immediately exercisable and expire on the five year and six-month anniversary of the issuance date. The net
proceeds from the Company’s sale and issuance of such shares of Common Stock and such Warrants were approximately $7,258,500
after deducting placement agent fees and other estimated offering expenses. Novo Integrated Sciences intends to use the net proceeds
of the offering for strategic activities, working capital, and other general corporate purposes intended to accelerate the Company’s
growth.
The
Common Stock sold in the Registered Direct Offering was sold pursuant to a shelf registration statement on Form S-3 (File No.
333-254278) which was declared effective by the SEC on March 22, 2021. The Warrants issued in the concurrent Private Placement
and shares issuable upon exercise of such Warrants were offered in a Private Placement under Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Act”), and Rule 506(b) of Regulation D promulgated thereunder and have not been registered
under the Act or applicable state securities laws.
On
April 15, 2021, the Company issued a press release regarding the closing of each of the Registered Direct Offering and the Private
Placement, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. The websites referenced in
Exhibit 99.1 are not a part of this Current Report on Form 8-K.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
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.
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Novo
Integrated Sciences, Inc.
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Dated:
April 15, 2021
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By:
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/s/
Robert Mattacchione
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Robert
Mattacchione
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Chief
Executive Officer
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Novo Integrated Sciences (NASDAQ:NVOS)
過去 株価チャート
から 6 2024 まで 7 2024
Novo Integrated Sciences (NASDAQ:NVOS)
過去 株価チャート
から 7 2023 まで 7 2024