Item
1.01. Entry into a Material Definitive Agreement.
As
previously disclosed in the Current Report on Form 8-K filed on June 3, 2021 by Novo Integrated Sciences, Inc. (the “Company”)
with the Securities and Exchange Commission (the “Commission”), on May 28, 2021, the Company and Novo Healthnet Limited,
a wholly owned subsidiary of the Company (“NHL”), entered into a Share Exchange Agreement (the “ACZ SEA”) by
and among the Company and NHL, on the one hand, and Acenzia Inc. (“Acenzia”), Avec8 Holdings Inc., Ambour Holdings Inc.,
Indrajit Sinha, Grant Bourdeau and Derrick Bourdeau, on the other hand (collectively, the “ACZ Shareholders”).
As
previously disclosed in the Current Report on Form 8-K filed on June 29, 2021 by the Company with the Commission, on June 24, 2021, pursuant
to the terms of the ACZ SEA, the acquisition of Acenzia by NHL closed (the “Closing”). Pursuant to the terms of the ACZ SEA,
the closing purchase price could be adjusted within 90 days of the Closing pending completion of an audit and working capital requirement
provisions (the “Post-Closing Purchase Price Adjustment”).
As
previously disclosed in the Current Report on Form 8-K filed with the Commission by the Company on September 23, 2021, effective as of
September 22, 2021, the parties entered into Amendment No. 1 (“Amendment No. 1”) to the ACZ SEA. In addition to certain non-material
changes, Amendment No. 1 extended the time during which the closing purchase price may be adjusted from 90 to 105 days after the Closing.
As
previously disclosed in the Current Report on Form 8-K filed with the Commission by the Company on October 14, 2021, effective as of
October 7, 2021, the parties entered into Amendment No. 2 (“Amendment No. 2”) to the ACZ SEA. In addition to certain non-material
changes, Amendment No. 2 extended the time during which the closing purchase price may be adjusted from 105 to 120 days after the Closing.
Except as set forth herein, the material terms of the ACZ SEA, as amended, remain unchanged.
On
October 22, 2021, the parties entered into Amendment No. 3 (“Amendment No. 3”) to the ACZ SEA. Amendment No. 3 had the effect
of (i) setting the adjusted purchase price at a value of $14,162,795, and (ii) providing for the issuance of that number of NHL Exchangeable
Shares (as defined in the ACZ SEA) exchangeable into 3,622,199 restricted shares of Company common stock allotted for the ACZ
Shareholders as provided for in the ACZ SEA. Except as set forth herein, the material terms of the ACZ SEA, as amended, remain unchanged.
The
foregoing description of Amendment No. 3 is not complete and is qualified in its entirety by reference to the text of Amendment No. 3,
a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.