Novo Integrated Sciences, Inc. (NASDAQ:NVOS) (the “Company” or
“Novo”), pioneering a holistic approach to patient-first health and
wellness through a multidisciplinary healthcare ecosystem of
multiple patient and consumer touchpoints providing services and
product innovation, today reported its financial results for the
fiscal year ended August 31, 2022.
Robert Mattacchione, the Company’s CEO and Board Chairman,
stated, “The Company’s fiscal year 2022 revenue increase of 26%
compared to fiscal year 2021 revenue includes an adjustment, from
gross sales to net sales, reducing Novo’s total reflected fiscal
year 2022 3rd quarter outsourced product sales by approximately
$9.4m. The Company elected to apply the adjustment based on the
inconsistent and sporadic nature of outsourced product sales and
the significant capital required to support the sales cycle. The
Company remains committed to the commercialization of its
proprietary product offerings and the expansion and delivery of its
essential services and solutions to the rapidly evolving
fundamental transformation of how non-catastrophic healthcare is
delivered both now and in the future. Specific to increasing the
Company’s cash position, management is primarily focused on raising
capital through non-dilutive structures and solutions.”
Financial Info for the Fiscal Year Ended August 31,
2022:
- As of August 31, 2022, the Company’s cash and cash equivalents
were $2.178 million, total assets were $40.872 million, total
liabilities were $18.825 million, and stockholders’ equity was
$22.305 million.
- Revenues for the year ended August 31, 2022 were $11,737,937,
representing an increase of $2,432,682, or 26%, from $9,305,255 for
the same period in 2021. The increase in revenue is principally due
to an increase in product sales which resulted in an increase in
revenue of $756,428. Acenzia’s and Terragenx’s revenue for the year
ended August 31, 2022 was $3,067,772 and $266,635,
respectively.
- Net loss attributed to Novo Integrated Sciences for the year
ended August 31, 2022 was $32,849,215, representing an increase of
$28,387,068, or 636%, from $4,462,147 for the same period in 2021.
The increase in net loss is principally due to (i) an increase in
impairment of intangible assets, (ii) an increase in the
amortization of debt discount, (iii) an increase in the impairment
of goodwill, (iv) an increase in depreciation amortization, (v) an
increase in interest expense, and (vi) an increase in overhead
expenses associated with the operations of Acenzia, PRO-DIP, and
Terragenx.
- On December 14, 2021, Novo Integrated issued two senior secured
convertible notes payable for a total of $16,666,666 (the “$16.66m
notes”) with each note having a face amount of $8,333,333. During
the year ended August 31, 2022, the Company made cash payments in
the aggregate amount of $4,307,555 which includes a monthly
Amortization Payment amount of $4,166,667 in principal and $140,888
in interest. Subsequent to the end of fiscal year 2022, the $16.66m
notes have been paid in full.
- On November 17, 2021, Terragenx, a 91% owned subsidiary of the
Company, issued two convertible notes payable for a total of
$1,875,000 (the “$1.875m notes”) with each note having a face
amount of $937,500.
- On June 1, 2022, the Company paid the balance owed on the first
of two $1.875m notes for an aggregate payment of $948,874,
including all principal and interest owed.
- On June 1, 2022, the Company made an interest payment on the
second of two $1.875 million convertible notes for a payment of
$192,188. On June 1, 2022, the Company and the note holder agreed
to extend the maturity date to November 29, 2022 with a principal
amount face value of $937,500. Subsequent to the end of fiscal year
2022, the second of two $1.875m notes was paid in full.
Operational Milestones for Fiscal Year 2022:
- Acquired 91% of Terragenx and the intellectual property
portfolio, in an all-share transaction priced at $3.35 per share,
for the unique formulation and manufacturing capability to produce
a water-soluble iodine micro-nutrient that is FDA and Health Canada
approved for over-the-counter and e-commerce distribution.
- Completed Acquisition of Clinical Consultants International LLC
(CCI).
- PRO-DIP® issued U.S. Patent for oral pouch delivery system
technology.
- Completed acquisition of 2 multi-disciplinary clinics in
Ontario Canada.
- Completed an amended and restated Master Facility License
Agreement with LA Fitness in Canada.
- IoNovo Iodide and IoNovo for Kids Pure Iodine oral sprays
granted Natural Product Number (NPN) by Health Canada to compliment
NPN issued products IoNovo GO Iodine and IoNovo Pure.
- Established a 50/50 joint venture company, MiTelemed+, with
EK-Tech Solutions Inc. to operate, support, and expand access and
functionality of EK-Tech’s enhanced proprietary Telehealth platform
(“iTelemed”). MiTelemed+, through the iTelemed platform, allows
Novo to offer the patient and the practitioner a sophisticated and
enhanced telehealth interaction. Through the interface of
sophisticated peripheral based diagnostic tools operated by skilled
support workers in the patient’s remote location, the
practitioner’s ability and comfort to provide a uniquely
comprehensive evaluation, diagnosis, and treatment solution is
dramatically elevated.
- NovoConnect is in limited commercialization through certain of
the Company’s corporate owned clinics with expanded
commercialization intended to launch in 2023.
Corporate Highlights for the Fiscal Year Ended August 31,
2022:
- Chief Medical Officer, Dr. Joseph M. Chalil, Selected as Top
Physician of the Year by IAOTP for outstanding leadership,
dedication, and innovation medical contributions.
About Novo Integrated Sciences,
Inc.
Novo Integrated Sciences, Inc. is pioneering a holistic approach
to patient-first health and wellness through a multidisciplinary
healthcare ecosystem of services and product innovation. Novo
offers an essential and differentiated solution to deliver, or
intend to deliver, these services and products through the
integration of medical technology, advanced therapeutics, and
rehabilitative science.
We believe that “decentralizing” healthcare, through the
integration of medical technology and interconnectivity, is an
essential solution to the rapidly evolving fundamental
transformation of how non-catastrophic healthcare is delivered both
now and in the future. Specific to non-critical care, ongoing
advancements in both medical technology and inter-connectivity are
allowing for a shift of the patient/practitioner relationship to
the patient’s home and away from on-site visits to primary medical
centers with mass-services. This acceleration of “ease-of-access”
in the patient/practitioner interaction for non-critical care
diagnosis and subsequent treatment minimizes the degradation of
non-critical health conditions to critical conditions as well as
allowing for more cost-effective healthcare distribution.
The Company’s decentralized healthcare business model is
centered on three primary pillars to best support the
transformation of non-catastrophic healthcare delivery to patients
and consumers:
- First Pillar: Service Networks. Deliver multidisciplinary
primary care services through (i) an affiliate network of clinic
facilities, (ii) small and micro footprint sized clinic facilities
primarily located within the footprint of box-store commercial
enterprises, (iii) clinic facilities operated through a franchise
relationship with the Company, and (iv) corporate operated clinic
facilities.
- Second Pillar: Technology. Develop, deploy, and integrate
sophisticated interconnected technology, interfacing the patient to
the healthcare practitioner thus expanding the reach and
availability of the Company’s services, beyond the traditional
clinic location, to geographic areas not readily providing
advanced, peripheral based healthcare services, including the
patient’s home.
- Third Pillar: Products. Develop and distribute effective,
personalized health and wellness product solutions allowing for the
customization of patient preventative care remedies and ultimately
a healthier population. The Company’s science-first approach to
product innovation further emphasizes our mandate to create and
provide over-the-counter preventative and maintenance care
solutions.
Innovation through science combined with the integration of
sophisticated, secure technology assures Novo Integrated Sciences
of continued cutting edge advancement in patient first
platforms.
For more information concerning Novo Integrated Sciences, please
visit www.novointegrated.com . For more information on NHL,
please visit www.novohealthnet.com.
Twitter, LinkedIn, Facebook, Instagram, YouTube
Forward-Looking
Statements
This press release 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 press release are forward-looking statements. In
some cases, forward-looking statements can be identified by words
such as "believe," “intend,” "expect," "anticipate," "plan,"
"potential," "continue" 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 Novo’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
Novo’s control which could, and likely will, materially affect
actual results, levels of activity, performance or achievements.
Any forward-looking statement reflects Novo’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. Novo 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. The contents of any website referenced in
this press release are not incorporated by reference herein.
NOVO INTEGRATED SCIENCES,
INC.
CONSOLIDATED BALANCE
SHEETS
As of August 31, 2022 and
2021
August 31,
August 31,
2022
2021
ASSETS
Current Assets:
Cash and cash equivalents
$
2,178,687
$
8,293,162
Accounts receivable, net
1,017,405
1,468,429
Inventory, net
879,033
339,385
Other receivables, current portion
1,085,335
814,157
Prepaid expenses and other current
assets
571,335
218,376
Total current assets
5,731,795
11,133,509
Property and equipment, net
5,800,648
6,070,291
Intangible assets, net
18,840,619
32,029,499
Right-of-use assets, net
2,673,934
2,543,396
Other receivables, net of current
portion
-
692,738
Goodwill
7,825,844
9,488,848
TOTAL ASSETS
$
40,872,840
$
61,958,281
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable
$
1,800,268
$
1,449,784
Accrued expenses
1,116,125
1,129,309
Accrued interest (including amounts to
related parties)
454,189
366,280
Government loans and notes payable,
current portion
-
4,485,649
Convertible notes payable, net of discount
of $2,851,048
9,099,654
-
Contingent liability
534,595
-
Due to related parties
478,897
478,920
Finance lease liability, current
portion
8,890
23,184
Operating lease liability, current
portion
582,088
530,797
Total current liabilities
14,074,706
8,463,923
Debentures, related parties
946,250
982,205
Government loans and notes payable, net of
current portion
161,460
5,133,604
Finance lease liability, net of current
portion
12,076
16,217
Operating lease liability, net of current
portion
2,185,329
2,057,805
Deferred tax liability
1,445,448
1,500,372
TOTAL LIABILITIES
18,825,269
18,154,126
Commitments and contingencies
-
-
STOCKHOLDERS’ EQUITY
Novo Integrated Sciences, Inc.
Convertible preferred stock; $0.001 par
value; 1,000,000 shares authorized; 0 and 0 shares issued and
outstanding at August 31, 2022 and August 31, 2021,
respectively
-
-
Common stock; $0.001 par value;
499,000,000 shares authorized; 31,180,603 and 26,610,144 shares
issued and outstanding at August 31, 2022 and August 31, 2021,
respectively
31,181
26,610
Additional paid-in capital
66,056,824
54,579,396
Common stock to be issued (4,149,633 and
3,622,199 shares at August 31, 2022 and August 31, 2021)
9,474,807
9,236,607
Other comprehensive income
560,836
991,077
Accumulated deficit
(53,818,489
)
(20,969,274
)
Total Novo Integrated Sciences, Inc.
stockholders’ equity
22,305,159
43,864,416
Noncontrolling interest
(257,588
)
(60,261
)
Total stockholders’ equity
22,047,571
43,804,155
TOTAL LIABILITIES AND STOCKHOLDERS’
EQUITY
$
40,872,840
$
61,958,281
NOVO INTEGRATED SCIENCES, INC.
CONSOLIDATED STATEMENTS OF
OPERATIONS AND COMPREHENSIVE LOSS
For the Years Ended August 31,
2022 and 2021
Years Ended
August 31,
August 31,
2022
2021
Revenues
$
11,737,937
$
9,305,255
Cost of revenues
6,938,699
5,482,257
Gross profit
4,799,238
3,822,998
Operating expenses:
Selling expenses
20,702
7,525
General and administrative expenses
14,364,639
8,089,641
Impairment of assets
14,083,531
-
Goodwill impairment
1,357,043
99,351
Total operating expenses
29,825,915
8,196,517
Loss from operations
(25,026,677
)
(4,373,519
)
Non-operating income (expense)
Interest income
169,088
45,687
Interest expense
(1,594,275
)
(165,003
)
Other income
-
21,900
Amortization of debt discount
(5,973,973
)
-
Foreign currency transaction losses
(641,643
)
-
Total other income (expense)
(8,040,803
)
(97,416
)
Loss before income taxes
(33,067,480
)
(4,470,935
)
Income tax expense
(22,302
)
-
Net loss
$
(33,045,178
)
$
(4,470,935
)
Net loss attributed to noncontrolling
interest
(195,963
)
(8,788
)
Net loss attributed to Novo Integrated
Sciences, Inc.
$
(32,849,215
)
$
(4,462,147
)
Comprehensive loss:
Net loss
(33,045,178
)
(4,470,935
)
Foreign currency translation loss
(431,605
)
(210,233
)
Comprehensive loss:
$
(33,476,783
)
$
(4,681,168
)
Weighted average common shares outstanding
- basic and diluted
29,122,621
24,774,454
Net loss per common share - basic and
diluted
$
(1.13
)
$
(0.18
NOVO INTEGRATED SCIENCES, INC.
CONSOLIDATED STATEMENTS OF
STOCKHOLDERS’ EQUITY
For the Years Ended August 31,
2022 and 2021
Total
Additional
Common
Other
Novo
Common Stock
Paid-in
Stock To
Comprehensive
Accumulated
Stockholders’
Noncontrolling
Total
Shares
Amount
Capital
Be Issued
Income
Deficit
Equity
Interest
Equity
Balance, August 31, 2020
23,466,236
23,466
44,905,454
-
1,199,696
(16,507,127
)
29,621,489
(49,859
)
29,571,630
Common stock issued for cash, net of
offering costs
2,409,955
2,410
7,325,170
-
-
-
7,327,580
-
7,327,580
Common stock for services
295,700
295
874,878
-
-
-
875,173
-
875,173
Common stock issued for acquisition
189,796
190
430,647
-
-
-
430,837
-
430,837
Common stock issued for intellectual
property
240,000
240
875,760
-
-
-
876,000
-
876,000
Common stock to be issued for purchase of
Acenzia, Inc.
-
-
-
9,236,607
-
-
9,236,607
-
9,236,607
Exercise of stock options
7,500
8
11,992
-
-
-
12,000
-
12,000
Fair value of stock options
-
-
155,496
-
-
-
155,496
-
155,496
Rounding due to stock split
957
1
(1
)
-
-
-
-
-
-
Foreign currency translation loss
-
-
-
-
(208,619
)
-
(208,619
)
(1,614
)
(210,233
)
Net loss
-
-
-
-
-
(4,462,147
)
(4,462,147
)
(8,788
)
(4,470,935
)
Balance, August 31, 2021
26,610,144
$
26,610
$
54,579,396
$
9,236,607
$
991,077
$
(20,969,274
)
$
43,864,416
$
(60,261
)
$
43,804,155
Common stock for services
750,000
750
1,329,000
-
-
-
1,329,750
-
1,329,750
Common stock issued as collateral and held
in escrow
2,000,000
2,000
(2,000
)
-
-
-
-
-
-
Common stock for conversion of convertible
notes
636,501
637
1,272,357
-
-
-
1,272,994
-
1,272,994
Common stock issued for acquisitions
800,000
800
1,703,200
-
-
-
1,704,000
-
1,704,000
Common stock to be issued for
acquisitions
-
-
-
1,433,475
-
-
1,433,475
-
1,433,475
Value of warrants issued with convertible
notes
-
-
5,553,290
-
-
-
5,553,290
-
5,553,290
Issuance of common stock to be issued
383,958
384
1,194,891
(1,195,275
)
-
-
-
-
-
Fair value of stock options
-
-
426,690
-
-
-
426,690
-
426,690
Foreign currency translation loss
-
-
-
-
(430,241
)
-
(430,241
)
(1,364
)
(431,605
)
Net loss
-
-
-
-
-
(32,849,215
)
(32,849,215
)
(195,963
)
(33,045,178
)
Balance, August 31, 2022
31,180,603
$
31,181
$
66,056,824
$
9,474,807
$
560,836
$
(53,818,489
)
$
22,305,159
$
(257,588
)
$
22,047,571
NOVO INTEGRATED SCIENCES,
INC.
CONSOLIDATED STATEMENTS OF
CASH FLOWS
For the Years Ended August 31,
2022 and 2021
Years Ended
August 31,
August 31,
2022
2021
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss
$
(33,045,178
)
$
(4,470,935
)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization
3,019,253
1,724,122
Fair value of vested stock options
426,690
155,496
Common stock issued for services
1,329,750
875,173
Operating lease expense
852,580
642,991
Amortization of debt discount
5,973,973
-
Foreign currency transaction losses
641,643
-
Gain on forgiveness of debt
-
(21,900
)
Impairment of assets
14,083,531
-
Other receivables write-off
299,672
-
Goodwill impairment
1,357,043
99,351
Changes in operating assets and
liabilities:
Accounts receivable
457,006
1,103,800
Inventory
(527,397
)
(147,814
)
Prepaid expenses and other current
assets
(369,647
)
(43,194
)
Accounts payable
283,234
(45,228
)
Accrued expenses
38,743
(287,034
)
Accrued interest
101,353
9,015
Operating lease liability
(806,394
)
(618,645
)
Net cash used in operating activities
(5,884,145
)
(1,024,802
)
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of property and equipment
(190,168
)
(255,949
)
Cash paid for acquisition
-
(10,000
)
Cash acquired with acquisition
57,489
3,738,171
Amounts loaned for other receivables
-
(473,100
)
Collection of other receivable
296,138
-
Net cash provided by investing
activities
163,459
2,999,122
CASH FLOWS FROM FINANCING
ACTIVITIES:
Receipts from (repayments to) related
parties
16,600
(246,327
)
Repayments of notes payable
(10,591,115
)
(2,767,519
)
Repayments of finance leases
(18,435
)
(8,872
)
Proceeds from issuance of convertible
notes
15,270,000
-
Repayment of convertible notes
(5,104,167
)
-
Proceeds from the sale of common stock,
net of offering costs
-
7,327,580
Proceeds from exercise of stock
options
-
12,000
Net cash (used in) provided by financing
activities
(427,117
)
4,316,862
Effect of exchange rate changes on cash
and cash equivalents
(33,328
)
(65,738
)
NET (DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS
(6,114,475
)
6,225,444
CASH AND CASH EQUIVALENTS, BEGINNING OF
YEAR
8,293,162
2,067,718
CASH AND CASH EQUIVALENTS, END OF
YEAR
$
2,178,687
$
8,293,162
CASH PAID FOR:
Interest
$
1,502,819
$
144,987
Income taxes
$
-
$
-
SUPPLEMENTAL NON-CASH INVESTING AND
FINANCING ACTIVITIES:
Common stock issued for intangible
assets
$
-
$
876,000
Common stock issued for convertible
debt
$
1,272,994
$
-
Common stock issued for acquisition
$
1,704,000
$
430,837
Warrants issued with convertible notes
$
5,553,290
$
-
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230403005889/en/
Chris David, COO-President Novo Integrated Sciences, Inc.
chris.david@novointegrated.com (888) 512-1195
Novo Integrated Sciences (NASDAQ:NVOS)
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