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Novo Integrated Sciences, Inc. – ‘S-1/A’ on 10/4/22

On:  Tuesday, 10/4/22, at 4:37pm ET   ·   Accession #:  1493152-22-27562   ·   File #:  333-267401

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/04/22  Novo Integrated Sciences, Inc.    S-1/A                 18:1.4M                                   M2 Compliance LLC/FA

Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1   —   SA’33

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Pre-Effective Amendment to Registration Statement   HTML    274K 
                (General Form)                                                   
 2: EX-1.1      Underwriting Agreement or Conflict Minerals Report  HTML    126K 
 3: EX-4.6      Instrument Defining the Rights of Security Holders  HTML    130K 
 4: EX-4.7      Instrument Defining the Rights of Security Holders  HTML    122K 
 5: EX-4.8      Instrument Defining the Rights of Security Holders  HTML    106K 
 6: EX-5.1      Opinion of Counsel re: Legality                     HTML     30K 
 7: EX-10.56    Material Contract                                   HTML    275K 
 8: EX-FILING FEES  Filing Fees                                     HTML     25K 
13: R1          Cover                                               HTML     44K 
16: XML         IDEA XML File -- Filing Summary                      XML     15K 
14: XML         XBRL Instance -- forms-1a_htm                        XML     20K 
15: EXCEL       IDEA Workbook of Financial Reports                  XLSX      8K 
10: EX-101.DEF  Inline XBRL Taxonomy Extension Definition Linkbase   XML     75K 
                Document -- nvos-20220531_def                                    
11: EX-101.LAB  Inline XBRL Taxonomy Extension Label Linkbase        XML    104K 
                Document -- nvos-20220531_lab                                    
12: EX-101.PRE  Inline XBRL Taxonomy Extension Presentation          XML     72K 
                Linkbase Document -- nvos-20220531_pre                           
 9: EX-101.SCH  Inline XBRL Taxonomy Extension Schema Document --    XSD     15K 
                nvos-20220531                                                    
17: JSON        XBRL Instance as JSON Data -- MetaLinks               27±    37K 
18: ZIP         XBRL Zipped Folder -- 0001493152-22-027562-xbrl      Zip    213K 


‘S-1/A’   —   Pre-Effective Amendment to Registration Statement (General Form)


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 i 0001138978  i true  i S-1/A 0001138978 2021-09-01 2022-05-31 0001138978 dei:BusinessContactMember 2021-09-01 2022-05-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

 

As filed with the U.S. Securities and Exchange Commission on October 4, 2022

 

Registration No. 333-267401

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Pre-Effective Amendment No. 1 to

Form S-1

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

 

 i NOVO INTEGRATED SCIENCES, INC.

(Exact name of registrant as specified in its charter)

 

 i Nevada   8000    i 59-3691650

(State or other jurisdiction

of incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

 

Novo Integrated Sciences, Inc.

 i 11120 NE 2nd Street,  i Suite 100

 i Bellevue,  i WA  i 98004

Telephone:  i (206)  i 617-9797
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 i Robert Mattacchione

Chief Executive Officer

Novo Integrated Sciences, Inc.

 i 11120 NE 2nd Street,  i Suite 100

 i Bellevue,  i WA  i 98004

Telephone:  i (206)  i 617-9797

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

 

Laura Anthony, Esq.

Craig D. Linder, Esq.

Anthony L.G., PLLC

625 N. Flagler Drive, Suite 600

West Palm Beach, Florida 33401

Telephone: (561) 514-0936

Facsimile: (561) 514-0832

 

Alexander R. McClean, Esq.

Margaret K. Rhoda, Esq.

Harter Secrest & Emery LLP

1600 Bausch & Lomb Place

Rochester, NewYork 14604

Telephone: (585) 232-6500

Facsimile: (585) 232-2152

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ Accelerated filer ☐
   
 i Non-accelerated filer Smaller reporting company  i 
   
  Emerging growth company  i 

 

If an emerging growth company, indicate by check market 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 7(a)(2)(B) of the Securities Act. ☐

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a) may determine.

 

 

 

 C: 
 

 

EXPLANATORY NOTE

 

 i This Pre-Effective Amendment No. 1 is being filed solely for the purpose of filing Exhibits 1.1, 4.6, 4.7, 4.8, 5.1,10.56 and 107 to this registration statement on Form S-1, or the Registration Statement, and to amend and restate the exhibit index set forth in Part II of the Registration Statement. No changes have been made to the Registration Statement other than this explanatory note and exhibit index of the Registration Statement. This Pre-Effective Amendment No. 1 does not contain copies of the prospectus included in the Registration Statement, which remains unchanged from the Registration Statement filed on September 13, 2022.

 

 C: 
 
 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 13. Other Expenses of Issuance and Distribution

 

The following table sets forth all expenses to be paid by the registrant, other than estimated underwriting discounts and commissions, in connection with our public offering. All amounts shown are estimates except for the SEC registration fee and the FINRA filing fee:

 

Type  Amount 
SEC registration fee  $3,708 
FINRA filing fee   6,500 
Legal fees and expenses   225,000 
Accounting fees and expenses   50,000 
Placement Agent’s accountable expenses   150,000 
Transfer agent and registrar’s fees and expenses   10,000 
Printing and engraving expenses   5,000 
Miscellaneous expense   10,000 
Total Expenses  $460,208 

 

Item 14. Indemnification of Directors and Officers.

 

The Company’s amended and restated articles of incorporation provide that no director or officer of the Company shall be personally liable to the Company or any of its stockholders for damages for breach of fiduciary duty as a director or officer of for any act or omission of any such director or officer; however such indemnification shall not eliminate or limit the liability of a director or officer for (a) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law or (b) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. The Company’s Bylaws (the Bylaws) provide that any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee or agent of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) shall be indemnified and held harmless by the Company to the fullest extent permitted by Nevada law against expenses including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding.

 

The Bylaws also provide that the Company must indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise against costs incurred by such person in connection with the defense or settlement of such action or suit. Such indemnification may not be made for any claim, issue or matter as to which such person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the court determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

 

The Bylaws provide that the Company must pay the costs incurred by any person entitled to indemnification in defending a proceeding as such costs are incurred and in advance of the final disposition of a proceeding; provided however, that the Company must pay such costs only upon receipt of an undertaking by or on behalf of such person to repay the amount if it is ultimately determined by a court of competent jurisdiction that such person is not entitled to be indemnified by the Company.

 

The Bylaws provide that the Company may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise in accordance with Section 78.752 of the Nevada Revised Statutes.

 

 C: 
II- C: 1
 

 

Nevada Revised Statutes 78.751 and 78.7502 have provisions that provide for discretionary and mandatory indemnification of officers, directors, employees, and agents of a corporation. Under these provisions, such persons may be indemnified by a corporation against expenses, including attorney’s fees, judgment, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with the action, suit or proceeding, if he is not liable pursuant to Section 78.138 of the Nevada Revised Statutes or he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation and with respect to any criminal action or proceeding had no reasonable cause to believe his conduct was unlawful.

 

To the extent that a director, officer, employee or agent has been successful on the merits or otherwise in defense of any action, suit or proceeding, or in defense of any claim, issue or matter, the Nevada Revised Statues provide that he must be indemnified by the Company against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with the defense.

 

Section 78.751 of the Nevada Revised Statues also provides that any discretionary indemnification, unless ordered by a court or advanced by the Company, may be made only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:

 

  By the stockholders;
     
  By the Company’s Board of Directors by majority vote of a quorum consisting of directors who were not parties to that act, suit or proceeding;
     
  If a majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion; or
     
  If a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.

 

Insofar as the limitation of, or indemnification for, liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling us pursuant to the foregoing, or otherwise, we have been advised that, in the opinion of the SEC, such limitation or indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

 

 C: 
II-2
 

 

Item 15. Recent Sales of Unregistered Securities.

 

The following is a summary of transactions since December 5, 2017 involving unregistered issuances of our common equity securities.

 

During the fiscal year ended August 31, 2018, the Company:

 

  issued 384,110 shares of common stock for the acquisition of Executive Fitness Leaders valued at $233,155. The value was based on the closing price of the Company’s common stock on the acquisition date. The shares were issued on December 5, 2017;
     
  issued 12,452,356 shares of common stock for the conversion of debt totaling $5,122,899. The per share price used for the conversion was $0.4114 which was determined as the average price of the five (5) trading days immediately preceding the date of conversion with a 10% premium added to the calculated per share price. The shares were issued on February 9, 2018;
     
  issued 25,104 shares of common stock for a $15,564 for cash proceeds of $15,564; and
     
  cancelled 6,817,084 shares of common stock for no consideration that were being held as security in connection with a loan agreement.

 

During the fiscal year ended August 31, 2019, the Company engaged in the following stock issuances:

 

  On November 16, 2018, the Company sold 545,575 restricted shares of common stock to an accredited investor residing outside of the United Stated for a purchase price of $501,929. The shares were issued on November 20, 2018.

 

  On November 16, 2018, the Company sold 17,647 restricted shares of common stock to an accredited investor for a purchase price of $30,000. The shares were issued on November 20, 2018.

 

  On December 18, 2018, the Company sold 2,029,620 restricted shares of common stock to an accredited investor for a purchase price of $1,867,250. The shares were issued on December 20, 2018.

 

  On January 15, 2019, the Company sold 115,271 restricted shares of common stock to an accredited investor for a purchase price of $180,744. The shares were issued on January 18, 2019.

 

  On January 30, 2019, the Company issued 12,000,000 restricted shares of common stock to 2478659 Ontario Ltd in connection with entry into a Joint Venture Assignment Agreement, dated January 8, 2019. The shares had a value of $21,600,000.

 

  On March 4, 2019, the Company issued 458,349 restricted shares of its common stock to Cloud DX in connection with entry into a Software License Agreement, dated February 26, 2019. Such shares had a value of CAD$1,000,000 (approximately $758,567 as of February 26, 2019).

 

  On April 3, 2019, the Company sold 116,078 restricted shares of common stock to an accredited investor for a purchase price of $149,740. The shares were issued on April 5, 2019.

 

 C: 
II-3
 

 

  On April 19, 2019, the Company sold 89,712 restricted shares of common stock to an accredited investor for a purchase price of $112,140. The shares were issued on April 24, 2019.

 

  On April 30, 2019, the Company sold 170,941 restricted shares of common stock to an accredited investor for a purchase price of $200,000. The shares were issued on May 7, 2019.

 

  On May 1, 2019, the Company sold 32,100 restricted shares of common stock to an accredited investor for a purchase price of $37,235. The shares were issued on May 3, 2019.

 

  On May 3, 2019, the Company sold 128,500 restricted shares of common stock to an accredited investor for a purchase price of $149,060. The shares were issued on May 3, 2019.

 

  On June 4, 2019, the Company sold 21,413 restricted shares of common stock to an accredited investor for a purchase price of $22,268. The shares were issued on June 6, 2019.

 

  On July 26, 2019, the Company issued 84,558 restricted shares of common stock to Societe Professionnelle de Physiotherapie M Dignard carrying on business as Action Plus Physiotherapy Plus Rockland “APPR”) in connection with entry into an Asset Purchase Agreement, dated July 22, 2019. Such shares had a value of CAD$125,000 (approximately $95,550 as of July 19, 2019).

 

During the fiscal year ended August 31, 2020, the Company engaged in the following stock issuances that were not registered under the Securities Act:

 

  On October 12, 2019, the Company sold 23,540 restricted shares of common stock to an accredited investor for a purchase price of $75,328. The shares were issued on October 15, 2019
     
  On October 19, 2019, the Company sold 11,897 restricted shares of common stock to an accredited investor for a purchase price of $38,071. The shares were issued on October 22, 2019.
     
  On December 20, 2019, the Company issued 800,000 restricted shares of common stock to 2731861 Ontario Corp. in connection with entry into an Intellectual Property Asset Purchase Agreement, dated December 17, 2019, Such shares had a value of CAD$3,989,530 (approximately $5,248,000 as of December 17, 2019).

 

  On March 13, 2020, the Company issued 96,558 restricted shares of common stock to Cloud DX in connection with entry into that certain First Amendment with Cloud DX, dated March 9, 2020 and effective March 6, 2020, to the Cloud DX Perpetual Software License Agreement, originally dated February 26, 2019. Such shares had a value of $386,231.
     
  On July 21, 2020, the Company issued 15,091 restricted shares of common stock as consideration for payment in full of a related party loan debt with a value of CAD$304,321 (approximately $226,363 as of July 21, 2020) based on a per share price of $1.50. The shares were issued on July 31, 2020.
     
  On July 31, 2020, the Company executed a Letter of Engagement (“LOE”) with Maxim Group LLC to retain Maxim Group LLC for general financial advisory, investment banking and digital marketing services. As provided for in the LOE, the Company issued 100,000 restricted shares of common stock as consideration for payment of Maxim Group LLC’s services. The shares were issued on August 10, 2020 with a value of $340,000 based on a per share price of $0.34 on the execution date of the LOE

 

During the fiscal year ended August 31, 2021, the Company engaged in the following stock issuances that were not registered under the Securities Act:

 

  On September 24, 2020, the Company sold 21,905 restricted shares of common stock to an accredited investor for a purchase price of $92,000.

 

 C: 
II-4
 

 

  On October 22, 2020, the Company issued 15,000 restricted shares of common stock as consideration for a Statement of Work Agreement, dated October 20, 2020, with an independent contractor valued at $55,500. The fair value was determined based on the market price of the Company’s common stock on the issue date.
     
  On October 26, 2020, the Company issued 50,000 restricted shares of common stock as consideration for a Consulting and Services Agreement, dated October 21, 2020, valued at $192,500. The fair value was determined based on the market price of the Company’s common stock on the issue date.
     
  On December 15, 2020, the Company issued 240,000 restricted shares of common stock based on that certain Asset Purchase Agreement, dated December 11, 2020, valued at $876,000 based on the market price of the Company’s common stock of $3.65 per share on the issue date.
     
  On February 1, 2021, the Company effected a 1-for-10 reverse stock split of our common stock. As a result of the reverse stock split, every 10 shares of issued and outstanding common stock were exchanged for one share of common stock, with any fractional shares being rounded up to the next higher whole share. On February 1, 2021, the Company issued to certain then-current stockholders an aggregate of 957 shares of common stock to round fractional shares that would have been issued in the reverse stock split to the next highest whole share.
     
  On March 1, 2021, the Company issued 100,000 restricted shares of common stock to Maxim Partners LLC under the terms and conditions of a certain Letter of Engagement, dated July 31, 2020, as a result of the Company’s successful uplist to the Nasdaq Capital Markets.
     
  On May 24, 2021, the Company issued 189,796 restricted shares of common stock as consideration for a Share Exchange Agreement, completed on May 24, 2021, with the securities exchange valued at $430,837, or $2.27 per share. The fair value was determined based on the market price of the Company’s common stock on the issue date.

 

During the period from September 1, 2021 through May 31, 2022, the Company engaged in the following stock issuances that were not registered under the Securities Act:

 

  On September 16, 2021, the Company issued 35,000 restricted shares of common stock under the terms and conditions of a certain Contractor Agreement, dated November 16, 2020
     
  On November 23, 2021, the Company issued 2,000,000 restricted shares of common stock as collateral, to be held in escrow, pursuant to the terms and conditions provided for in two separate Securities Purchase Agreements, Pledge and Security Agreements, Secured Convertible Promissory Notes, and Escrow Agreements, each dated November 17, 2021, and to which the Company is a guarantor for each of the 2 senior secured convertible promissory notes with each having a principal amount of up to nine hundred thirty-seven thousand five hundred Dollars ($937,500.00).
     
  On December 20, 2021, the Company issued 50,000 restricted shares of common stock as consideration for a Consulting Agreement, dated December 20, 2021.
     
  On January 24, 2022, the Company issued 25,000 restricted shares of common stock as consideration for an Independent Contractor Agreement, dated November 16, 2020.
     
  On January 24, 2022, the Company issued 65,000 restricted shares of common stock as consideration for an Independent Contractor Agreement, dated November 13, 2020.
     
  On January 24, 2022, the Company issued 50,000 restricted shares of common stock as consideration for a Consulting Agreement, dated December 20, 2021.
     
  On February 24, 2022, the Company issued 50,000 restricted shares of common stock as consideration for a Consulting Agreement, dated December 20, 2021.

 

 C: 
II-5
 

 

  On March 18, 2022, the Company issued 50,000 restricted shares of common stock as consideration for an Independent Contractor Agreement, dated November 16, 2020.
     
  On March 18, 2022, the Company issued 25,000 restricted shares of common stock as consideration for an Independent Contractor Agreement, dated November 16, 2020.
     
  On April 7, 2022, the Company issued 800,000 restricted shares of common stock as consideration for a Membership Interest Purchase Agreement, dated March 17, 2022 and closed on April 5, 2022
     
  On May 2, 2022, the Company issued 50,000 restricted shares of common stock as consideration for a Consulting Agreement, dated April 20, 2022.
     
  On May 11, 2022, the Company issued 225,000 restricted shares of common stock as consideration for a Share Exchange Agreement, dated May 28, 2021 and closed on June 24, 2021.

 

Except for the issuances made on March 4, 2019 and March 13, 2020, the above issuances and sales were made pursuant to an exemption from registration as set forth in Regulation S under the Securities Act. The issuances involved an offer and sale of securities outside the United States. The offers and sales were made in offshore transactions and no directed selling efforts were made by the issuer, a distributor, their affiliates or any persons acting on their behalf. The issuances on March 4, 2019 and March 13, 2020 were made pursuant to an exemption from registration as set forth in 506 of Regulation D and Section 4(2) of the Securities Act.

 

Item 16. Exhibits and Financial Statement Schedules

 

  (a) Exhibits. The list of exhibits preceding the signature page of this registration statement is incorporated herein by reference.

 

  (b) Financial Statements. See page F-1 for an index to the financial statements and schedules included in the registration statement.

 

Item 17. Undertakings

 

The undersigned registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

 

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

 

 C: 
II-6
 

 

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4) That, for the purpose of determining liability under the Securities Act to any purchaser:

 

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

 

(B) Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

(5) That for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to any charter provision, by law or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 C: 
II-7
 

 

The undersigned registrant hereby undertakes that:

 

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

 

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof

 

EXHIBIT INDEX

 

Exhibit

No.

  Exhibit Description
1.1*+   Form of Placement Agency Agreement by and between the Company and Maxim Group, LLC
     
3.1   Amended and Restated Articles of Incorporation of the registrant (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 5, 2017).
     
3.2   Certificate of Amendment filed by the registrant with the Nevada Secretary of State on November 9, 2020 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on November 30, 2020).
     
3.3   Termination of Amendment filed by the registrant with the Nevada Secretary of State on November 23, 2020 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Commission on November 30, 2020).
     
3.4   Certificate of Amendment filed by the registrant with the Nevada Secretary of State on November 23, 2020 (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the Commission on November 30, 2020).
     
3.5   Termination of Amendment filed by the registrant with the Nevada Secretary of State on December 4, 2020 (incorporated by reference to Exhibit 3.5 to the Company’s Annual Report on Form 10-K filed with the Commission on December 9, 2020).
     
3.6   Certificate of Amendment filed by the registrant with the Nevada Secretary of State on December 4, 2020 (incorporated by reference to Exhibit 3.6 to the Company’s Annual Report on Form 10-K filed with the Commission on December 9, 2020).
     
3.7   Bylaws of registrant dated February 15, 2008 (incorporated by reference to Exhibit 3.10 to the Company’s Annual Report on Form 10-K filed with the Commission on March 7, 2017).
     
4.1   Guaranty Agreement dated September 24, 2019 by and between the registrant, Fitness International, LLC and Fitness & Sports Clubs, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on September 30, 2019).
     
4.2   Guaranty Agreement dated September 24, 2019 by and between the registrant and LAF Canada Company (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Commission on September 30, 2019).
     
4.3   Guaranty Agreement dated December 1, 2021 by and between the registrant and LAF Canada Company (incorporated by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-Q filed with the Commission on January 18, 2022).

 

 C: 
II-8
 

 

4.4   Form of Warrant (incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the Commission on April 9, 2021).
     
4.5   Form of Warrant (incorporated by reference to Exhibit 4.1 of the registrant’s Current Report on Form 8-K filed with the Commission on December 15, 2021).
     
4.6*+   Form of Warrant Agency Agreement between the Company and Pacific Stock Transfer Company.
     
4.7*   Form of Common Stock Purchase Warrant
     
4.8*   Form of Pre-Funded Warrant

 

5.1*   Opinion of Anthony L.G., PLLC
     
10.1†   Employment Agreement, entered into on July 12, 2017 and effective July 1, 2017, between the registrant and Christopher David (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 18, 2017).
     
10.2†   2015 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s registration statement on Form S-8 filed with the Commission on September 8, 2015).
     
10.3   Share Exchange Agreement dated April 25, 2017 by and between Turbine Truck Engines, Inc., Novo Healthnet Limited, ALMC-ASAP Holdings Inc., Michael Gaynor Family Trust, 1218814 Ontario Inc. and Michael Gaynor Physiotherapy Professional Corp. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 1, 2017).
     
10.4   Amendment No. 1 to Share Exchange Agreement dated as of May 3, 2017 by and between Turbine Truck Engines, Inc., Novo Healthnet Limited, ALMC-ASAP Holdings Inc., Michael Gaynor Family Trust, 1218814 Ontario Inc. and Michael Gaynor Physiotherapy Professional Corp. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 9, 2017).

 

10.5†   Option to Purchase Common Stock, dated July 12, 2017 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on July 18, 2017).
     
10.6†   Employment Agreement entered into on December 29, 2017 and effective January 1, 2018, between the registrant and Christopher David (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 3, 2018).
     
10.7†   Option to Purchase Common Stock dated December 29, 2017 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on January 3, 2018).
     
10.8†   Novo Integrated Sciences, Inc. 2018 Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 22, 2018).
     
10.9†   Amendment to Option #21 of Christopher David dated as of April 20, 2018 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on April 24, 2018).
     
10.10†   Amendment to Option #23 of Christopher David dated as of April 20, 2018 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Commission on April 24, 2018).
     
10.11†   Amendment to Option #24 of Christopher David dated as of April 20, 2018 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Commission on April 24, 2018).

 

 C: 
II-9
 

 

10.12†   Amendment No. 1 to Employment Agreement dated July 27, 2018 by and between the registrant and Christopher David (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 27, 2018).
     
10.13†   Employment Agreement, entered into on November 30, 2018 and effective December 1, 2018, between Christopher David and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 6, 2018).
     
10.14   Agreement of Transfer and Assignment dated January 8, 2019 by and between the registrant and 2478659 Ontario Ltd. (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on January 11, 2019).

 

10.15   Software License Agreement dated February 26, 2019 by and among Novo Integrated Sciences, Inc., Novo Healthnet Limited and Cloud DX Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 5, 2019).
     
10.16   First Amendment to Cloud DX Perpetual Software License Agreement dated March 6, 2020 and entered into on March 9, 2020 by and among the registrant, Novo Healthnet Limited and Cloud DX Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 12, 2020).
     
10.17   Proposal for Joint Venture dated September 11, 2019 between the registrant and Harvest Gold Farms, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 17, 2019).
     
10.18   Master Facility License Agreement dated September 24, 2019 by and between Novomerica Health Group Inc., Fitness International, LLC, and Fitness & Sports Clubs, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 30, 2019).
     
10.19   Amendment to Master Facility License Agreement, entered into as of February 4, 2020, by and between Fitness International, LLC and Novomerica Health Group, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on February 10, 2020).
     
10.20   Master Facility License Agreement dated September 24, 2019 by and between Novo Healthnet Limited, Inc. and LAF Canada Company (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on September 30, 2019).
     
10.21   First Amendment to Master Facility License Agreement, entered into as of February 4, 2020, by and between LAF Canada Company and Novo Health Limited, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on February 10, 2020).
     
10.22†   Employment Agreement dated August 6, 2020 between the registrant and Christopher David (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on August 12, 2020).
     
10.23†   Option Agreement #32 of Christopher David dated August 6, 2020. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on August 12, 2020).

 

 C: 
II-10
 

 

10.24†   Novo Integrated Sciences, Inc. 2018 Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 22, 2018).
     
10.25†   Novo Integrated Sciences, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on February 16, 2021).
     
10.26   Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 9, 2021).
     
10.27   Placement Agency Agreement between the Company and Maxim Group LLC, dated April 9, 2021 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on April 9, 2021).
     
10.28   Share Exchange Agreement, dated as of May 11, 2021, by and among the Company, Pro-Dip, LLC, Peter St. Lawrence and George St. Lawrence (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 17, 2021).

 

10.29   Share Exchange Agreement, dated as of May 28, 2021, by and among the Company, Novo Healthnet Limited, Acenzia Inc., Ambour Holdings Inc., Avec8 Holdings Inc., Indrajit Sinha, Grant Bourdeau and Derrick Bourdeau (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 3, 2021).
     
10.30†   Executive Agreement, dated June 18, 2021, by and between the registrant and GPE Global Holdings Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 21, 2021).
     
10.31†   Employment Agreement, dated June 18, 2021, by and between the registrant and Christopher David (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on June 21, 2021).
     
10.32   Amendment No. 1 to Share Exchange Agreement entered into and effective as of September 22, 2021, by and between the registrant, Novo Healthnet Limited, Acenzia Inc., Avec8 Holdings Inc., Ambour Holdings Inc., Indrajit Sinha, Grant Bourdeau, and Derrick Bourdeau (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 23, 2021).
     
10.33   Amendment No. 2 to Share Exchange Agreement entered into and effective as of October 7, 2021, by and between the registrant, Novo Healthnet Limited, Acenzia Inc., Avec8 Holdings Inc., Ambour Holdings Inc., Indrajit Sinha, Grant Bourdeau, and Derrick Bourdeau (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 14, 2021).
     
10.34   Amendment No. 3 to Share Exchange Agreement entered into and effective as of October 22, 2021, by and between the registrant, Novo Healthnet Limited, Acenzia Inc., Avec8 Holdings Inc., Ambour Holdings Inc., Indrajit Sinha, Grant Bourdeau, and Derrick Bourdeau (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 28, 2021).
     
10.35   Letter Agreement dated November 2, 2021 by and between Novo Healthnet Limited and Healthnet Assessments Inc. (incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K filed with the Commission on December 14, 2021).
     
10.36   Letter Agreement dated November 2, 2021 by and between Novo Healthnet Limited and ICC Healthnet Canada Inc. (incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K filed with the Commission on December 14, 2021).
     
10.37   Letter Agreement dated November 2, 2021 by and between Novo Healthnet Limited and Peak Health LTC Inc. (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K filed with the Commission on December 14, 2021).

 

 C: 
II-11
 

 

10.38   Letter Agreement dated November 2, 2021 by and between Novo Healthnet Limited and Michael Gaynor Physiotherapy Professional Corporation (incorporated by reference to Exhibit 10.38 to the Company’s Annual Report on Form 10-K filed with the Commission on December 14, 2021).
     
10.39   Letter Agreement dated November 2, 2021 by and between Novo Healthnet Limited and Peak Health LTC Inc. (incorporated by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K filed with the Commission on December 14, 2021).
     
10.40   Share Exchange Agreement, dated as of November 17, 2021, by and among the registrant, Novo Healthnet Limited, Terragenx Inc., TMS Inc., Shawn Mullins, Claude Fournier, and The Coles Optimum Health and Vitality Trust (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on November 24, 2021).

 

10.41   Asset Purchase Agreement, dated as of November 17, 2021, by and between the registrant and Terence Mullins (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on November 24, 2021).
     
10.42   Securities Purchase Agreement, dated as of November 17, 2021, by and among the registrant, Terragenx Inc. and Jefferson Street Capital LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on November 24, 2021).
     
10.43   Secured Convertible Promissory Note, dated November 17, 2021, issued by Terragenx Inc. in favor of Jefferson Street Capital, LLC (registrant as guarantor) (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Commission on November 24, 2021).
     
10.44   Common Stock Purchase Warrant dated November 17, 2021 (Jefferson Street Capital, LLC as holder) (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Commission on November 24, 2021).
     
10.45   Securities Purchase Agreement, dated as of November 17, 2021, by and among the registrant, Terragenx Inc. and Platinum Point Capital LLC (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the Commission on November 24, 2021).
     
10.46   Secured Convertible Promissory Note, dated November 17, 2021, issued by Terragenx Inc. in favor of Platinum Point Capital, LLC (registrant as guarantor) (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the Commission on November 24, 2021).
     
10.47   Common Stock Purchase Warrant dated November 17, 2021 (Platinum Point Capital, LLC as holder) (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the Commission on November 24, 2021).
     
10.48   Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Commission on December 15, 2021)
     
10.49   Form of Note (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Commission on December 15, 2021)
     
10.50   Form of Security and Pledge Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the Commission on December 15, 2021)
     
10.51   Form of Intellectual Property Security Agreement (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the Commission on December 15, 2021)
     
10.52   Form of Placement Agency Agreement (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the Commission on December 15, 2021)
     
10.53   Amended and Restated Master Facility License Agreement, dated as of December 1, 2021, by and between LAF Canada Company and Novo Healthnet Limited (incorporated by reference to Exhibit 10.17 of the Company’s Annual Report on form 10-Q filed with the Commission on January 18, 2022).
     
10.54   Membership Interest Purchase Agreement dated as of March 17, 2022, by and among Novo Integrated Sciences, Inc., Clinical Consultants International LLC, each of the members of CCI and Dr. Joseph Chalil as representative of the members (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the Commission on March 23, 2022).
     
10.55†   Executive Employment Agreement dated as of April 5, 2022 by and between the registrant and Dr. Joseph Mathew Chalil (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Commission on April 7, 2022).
     
10.56*+   Form of Securities Purchase Agreement

 

21.1   List of Subsidiaries (incorporated by reference to the Company’s Registration Statement on Form S-1 filed on September 13, 2022).
     
23.1   Consent of SRCO Professional Corporation, Independent Registered Public Accounting Firm (incorporated by reference to the Company’s Registration Statement on Form S-1 filed on September 13, 2022).
     
23.3   Consent of Anthony L.G., PLLC (incorporated in Exhibit 5.1).
     
24.1   Power of Attorney (incorporated by reference to the signature page of the Company’s Registration Statement on Form S-1 filed on September 13, 2022).
     
107*   Filing Fee Table

 

Management contract, compensation plan or arrangement.
* Filed herewith.
+ Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and exhibit will be furnished to the SEC upon request.

 

 C: 
II-12
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Pre-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington on October 4, 2022.

 

  Novo Integrated Sciences, Inc.
   
  By: /s/ Robert Mattacchione
    Robert Mattacchione,
    Chief Executive Officer

 

Pursuant to the requirements of the Securities Act, Pre-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities held on October 4, 2022.

 

Name   Title
     
/s/ Robert Mattacchione   Chairman of the Board and Chief Executive Officer
Robert Mattacchione   (Principal Executive Officer)
     
*   Principal Financial Officer
James Zsebok   (Principal Financial Officer and Principal Accounting Officer)
     
*   President, Chief Operating Officer and Director
Christopher David    
     
*   Director
Alex Flesias    
     
*   Director
Sarfaraz Ali    
     
*   Director
Michael Pope    

 

By: /s/ Robert Mattacchione  
  Robert Mattacchione  
  Attorney-in-fact*  

 

 C: 
II-13


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-1/A’ Filing    Date    Other Filings
Filed on:10/4/22
9/13/22S-1
5/31/2210-Q
5/11/22
5/2/22
4/20/22
4/7/228-K
4/5/228-K
3/18/22
3/17/228-K
2/24/224,  8-K
1/24/22
12/20/21
11/23/218-K
11/17/218-K
9/16/21
9/1/21
8/31/2110-K,  NT 10-K
6/24/218-K,  8-K/A
5/28/218-K
5/24/218-K
3/1/218-K
2/1/218-K
12/15/208-K
12/11/20
11/16/20
11/13/208-K
10/26/20
10/22/20
10/21/20
10/20/20
9/24/20
8/31/2010-K,  NT 10-K
8/10/20
7/31/20
7/21/208-K
3/13/20
3/9/208-K
3/6/20
12/20/19
12/17/198-K
10/22/19
10/19/19
10/15/19
10/12/19
8/31/1910-K
7/26/19
7/22/19
7/19/19
6/6/19
6/4/19
5/7/19
5/3/19
5/1/19
4/30/19
4/24/19
4/19/19
4/5/19
4/3/19
3/4/19
2/26/198-K
1/30/19
1/18/19
1/15/19
1/8/19
12/20/18
12/18/188-K
11/20/188-K
11/16/18
8/31/1810-K
2/9/18
12/5/17
 List all Filings 


35 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/13/22  Novo Integrated Sciences, Inc.    S-1                  101:17M                                    M2 Compliance LLC/FA
 4/07/22  Novo Integrated Sciences, Inc.    8-K:5,7,8,9 4/05/22   12:510K                                   M2 Compliance LLC/FA
 3/23/22  Novo Integrated Sciences, Inc.    8-K:1,7,9   3/17/22   12:867K                                   M2 Compliance LLC/FA
 1/18/22  Novo Integrated Sciences, Inc.    10-Q       11/30/21   92:8.1M                                   M2 Compliance LLC/FA
12/15/21  Novo Integrated Sciences, Inc.    8-K:1,5,9  12/14/21   17:1.9M                                   M2 Compliance LLC/FA
12/14/21  Novo Integrated Sciences, Inc.    10-K        8/31/21  103:9.7M                                   M2 Compliance LLC/FA
11/24/21  Novo Integrated Sciences, Inc.    8-K:1,2,9  11/17/21    9:1.4M                                   M2 Compliance LLC/FA
10/28/21  Novo Integrated Sciences, Inc.    8-K:1,9    10/22/21    2:141K                                   M2 Compliance LLC/FA
10/14/21  Novo Integrated Sciences, Inc.    8-K:1,7,9  10/07/21    3:124K                                   M2 Compliance LLC/FA
 9/23/21  Novo Integrated Sciences, Inc.    8-K:1,7,9   9/22/21    3:107K                                   M2 Compliance LLC/FA
 6/21/21  Novo Integrated Sciences, Inc.    8-K:5,9     6/14/21    3:271K                                   M2 Compliance LLC/FA
 6/03/21  Novo Integrated Sciences, Inc.    8-K:1,7,9   5/28/21    3:636K                                   M2 Compliance LLC/FA
 5/17/21  Novo Integrated Sciences, Inc.    8-K:1,7,9   5/11/21    3:576K                                   M2 Compliance LLC/FA
 4/09/21  Novo Integrated Sciences, Inc.    8-K:1,3,8,9 4/09/21    6:668K                                   M2 Compliance LLC/FA
 2/16/21  Novo Integrated Sciences, Inc.    8-K:5,9     2/09/21    2:507K                                   M2 Compliance LLC/FA
12/09/20  Novo Integrated Sciences, Inc.    10-K        8/31/20   85:6.1M                                   M2 Compliance LLC/FA
11/30/20  Novo Integrated Sciences, Inc.    8-K:5,9    11/23/20    4:2.7M                                   M2 Compliance LLC/FA
 8/12/20  Novo Integrated Sciences, Inc.    8-K:5,7,9   8/06/20    4:150K                                   M2 Compliance LLC/FA
 3/12/20  Novo Integrated Sciences, Inc.    8-K:1,4,9   3/09/20    3:88K                                    M2 Compliance LLC/FA
 2/10/20  Novo Integrated Sciences, Inc.    8-K:1,9     2/04/20    3:127K                                   M2 Compliance LLC/FA
 9/30/19  Novo Integrated Sciences, Inc.    8-K:1,9     9/24/19    5:848K                                   M2 Compliance LLC/FA
 9/17/19  Novo Integrated Sciences, Inc.    8-K:1,9     9/11/19    2:116K                                   M2 Compliance LLC/FA
 3/05/19  Novo Integrated Sciences, Inc.    8-K:1,9     2/26/19    4:391K                                   M2 Compliance LLC/FA
 1/11/19  Novo Integrated Sciences, Inc.    10-Q       11/30/18   62:2.7M                                   M2 Compliance LLC/FA
12/06/18  Novo Integrated Sciences, Inc.    8-K:5,9    11/30/18    2:52K                                    M2 Compliance LLC/FA
 7/27/18  Novo Integrated Sciences, Inc.    8-K:5,9     7/27/18    2:51K                                    M2 Compliance LLC/FA
 4/24/18  Novo Integrated Sciences, Inc.    8-K:1,5,9   4/08/18    6:187K                                   M2 Compliance LLC/FA
 1/22/18  Novo Integrated Sciences, Inc.    8-K:5,9     1/16/18    2:283K                                   M2 Compliance LLC/FA
 1/03/18  Novo Integrated Sciences, Inc.    8-K:5,7,9  12/29/17    4:164K                                   M2 Compliance LLC/FA
 7/18/17  Novo Integrated Sciences, Inc.    8-K:5,9     7/12/17    3:76K                                    Discount Edgar/FA
 6/05/17  Novo Integrated Sciences, Inc.    8-K:4,5,9   5/30/17    3:285K                                   Discount Edgar/FA
 5/09/17  Novo Integrated Sciences, Inc.    8-K:1,9     4/25/17    2:31K                                    Discount Edgar/FA
 5/01/17  Novo Integrated Sciences, Inc.    8-K:1,7,9   4/25/17    3:253K                                   Discount Edgar/FA
 3/07/17  Novo Integrated Sciences, Inc.    10-K       12/31/16   52:4.4M                                   Discount Edgar/FA
 9/08/15  Novo Integrated Sciences, Inc.    S-8         9/08/15    4:155K                                   Discount Edgar/FA
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