Current Report Filing (8-k)
2021年5月17日 - 9:06PM
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): May 11, 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
1.01. Entry into a Material Definitive Agreement.
On
May 11, 2021, Novo Integrated Sciences, Inc. (the “Company”) entered into that certain Share Exchange Agreement (the “SEA”),
dated as of May 11, 2021, by and among the Company, PRO-DIP, LLC (“PD”), Peter St. Lawrence (“PL”) and George
St. Lawrence (“GL”). Each of PL and GL owns 50% of PD’s outstanding units.
Pursuant
to the terms of the SEA, the Company agreed to purchase, and PL and GL agreed to sell to the Company, 100% of the PD units held by PL
and GL in exchange for $755,385, to be paid via the delivery by the Company of 189,796 restricted shares of Company common stock, such
that upon the closing of the transactions contemplated by the SEC, the Company would have 100% ownership of PD. The SEA includes customary
representations and warranties and closing conditions.
The
foregoing description of the SEA is not complete and is qualified in its entirety by reference to the text of the SEA, a copy of which
is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item
7.01. Regulation FD Disclosure.
On
May 17, 2021, the Company issued a press release announcing entry into the SEA.
A
copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in the
websites is not a part of this Current Report on Form 8-K.
The
information included in Item 7.01 to this Current Report on Form 8-K, 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.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included
in this report are forward-looking statements. In some cases, forward-looking statements can be identified by words such as “believe,”
“intend,” “expect,” “anticipate,” “plan,” “potential,” “continue,”
“will,” “ would” or similar expressions. Such forward-looking statements include risks and uncertainties, and
there are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking
statements. These factors, risks and uncertainties are discussed in the Company’s filings with the Securities and Exchange Commission.
Investors should not place any undue reliance on forward-looking statements since they involve known and unknown, uncertainties and other
factors which are, in some cases, beyond the Company’s control which could, and likely will, materially affect actual results,
levels of activity, performance or achievements. Any forward-looking statement reflects the Company’s current views with respect
to future events and is subject to these and other risks, uncertainties and assumptions relating to operations, results of operations,
growth strategy and liquidity. The Company assumes no obligation to publicly update or revise these forward-looking statements for any
reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even
if new information becomes available in the future.
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:
May 17, 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