Novo Integrated Sciences, Inc. (NASDAQ:NVOS) (the “Company” or “Novo”), today provides an update with respect to certain actions and events, as follows:
- As previously reported, on December 23, 2022, Novo entered into a Share Purchase Agreement (the “SWAG Agreement”) with SwagCheck Inc. (“SWAG”) and the shareholders of SWAG, pursuant to which Novo agreed to purchase 100% of SWAG’s outstanding shares. SWAG holds a specific right of purchase of a precious gem collection as provided for in an agreement between SWAG and a Court-appointed Successor Receiver for the United States District Court for the Central District of California. Pursuant to the terms of the SWAG Agreement, as amended, the SWAG Agreement was to close no later than January 10, 2023. Although the SWAG Agreement has not yet closed, the parties continue to work together with the intention of closing the transaction.
- As previously reported, on December 15, 2022 and January 25, 2023, the Company was notified that it did not comply with Nasdaq’s filing requirements set forth in Listing Rule 5250(c)(1) (the “Rule”) because it had not filed its Form 10-K for the year ended August 31, 2022 and its Form 10-Q for the period ended November 30, 2022 (the “Delinquent Filings”) respectively. On February 17, 2023 and March 22, 2023, based on Nasdaq’s further review, Nasdaq granted an exception to enable the Company to regain compliance with the Rule. The terms of the exception are as follows: on or before May 29, 2023, the Company must file its Form 10-K for the period ended August 31, 2022; its Form 10-Q for the period ended November 30, 2022, and any other filings required by the Rule.
- Between February 13, 2023 and March 23, 2023 the Company issued 4,100,687 shares of common stock to certain note holders upon conversion of their notes.
- As previously reported, on February 24, 2023, under the terms and conditions of a securities purchase agreement, dated February 23, 2023, the Company issued 955,000 restricted shares of common stock.
- On March 17, 2023, under the terms and conditions of a 3-year Warrant Agreement, dated October 18, 2022, 1,600,000 shares were issued for proceeds of $160,000.
- On March 17, 2023, under the terms and conditions of a 5-year Warrant Agreement, dated October 18, 2022, 1,000,000 shares were issued for proceeds of $100,000.
- On March 22, 2023, under the terms and conditions of a securities purchase agreement, dated March 21, 2023, the Company issued 955,000 restricted shares of common stock.
- As of March 23, 2023, the Company’s issued and outstanding common share count is 144,257,518.
- As of March 23, 2023, the principal balance owed by the Company pursuant to the senior secured convertible note, dated as of December 14, 2021, as amended, issued by the Company to CVI Investments, Inc. is $0.00, the principal balance owed by the Company pursuant to the senior secured convertible note, dated as of December 14, 2021, as amended, issued by the Company to Hudson Bay Master Fund Ltd is $50,000, and the principal balance owed by the Company pursuant to the secured convertible promissory note, dated as of November 17, 2021, issued by the Company to Jefferson Street Capital LLC is $0.00.
