Current Report Filing (8-k)
06 Janeiro 2023 - 6:06PM
Edgar (US Regulatory)
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2022-12-30
2022-12-30
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xbrli:shares
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): December 30, 2022
Novo
Integrated Sciences, Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-40089 |
|
59-3691650 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
Incorporation) |
|
File
Number) |
|
Identification
Number) |
11120
NE 2nd Street, Suite 200, 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.)
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CF$ 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on which Registered |
| N/A |
|
N/A |
|
N/A |
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.
As
previously disclosed in a Current Report on Form 8-K filed on December 30, 2022 by Novo Integrated Sciences, Inc. (the “Company”),
on December 23, 2022, the Company, SwagCheck Inc. (“SWAG”), and all SWAG shareholders (collectively, the “SWAG Shareholders”)
entered into that certain Share Purchase Agreement (the “SWAG Agreement”). Pursuant to the terms of the SWAG Agreement, the
Company agreed to purchase, and the SWAG Shareholders agreed to sell to the Company, 100% of the outstanding shares of SWAG in exchange
for $1.00 (the “SWAG Purchase”). SWAG holds a specific right of purchase of a precious gem collection (the “Gems”)
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 (the “Receiver”).
In
addition to certain customary closing conditions in the SWAG Agreement, the obligations of SWAG and the SWAG Shareholders to consummate
the closing of the SWAG Purchase were subject to the satisfaction (or waiver by any of SWAG or the SWAG Shareholders), at or before the
closing date, of certain conditions, including that (i) the Company will have provided SWAG with a binding letter of intent (a “LOI”)
by a competent financing party for financing in the amount of at least $90 million by December 27, 2022 with a closing date no later
than December 30, 2022, (ii) $60 million will be distributed directly to the Receiver for the purchase of the Gems by SWAG, and (iii)
$30 million is a mark-up to be distributed for the benefit of the outgoing SWAG Shareholders.
On
December 30, 2022, the Company, SWAG and the SWAG Shareholders entered into Amendment No. 1 to the SWAG Agreement (the “SWAG Amendment”).
Pursuant to the terms of the SWAG Amendment, the parties agreed as follows:
| ● | The
closing of the SWAG Purchase will occur no later than January 10, 2023, with all contemplated
extensions being subject to the Receiver’s stipulations, conditions, and limitations. |
| ● | The
condition for the Company to provide SWAG with a binding LOI has been deleted. |
| ● | A
total of $92 million will be distributed as follows: (i) $60 million will be distributed
to the Receiver for the purchase of the Gems by SWAG, and (ii) a $32 million mark-up will
be distributed directly for the benefit of the outgoing SWAG Shareholders. |
Following
the closing of SWAG Purchase, SWAG will be a wholly owned subsidiary of the Company and will own title to the Gems, which the Company
intends to either collateralize or sell to raise capital.
The
foregoing description of the SWAG Amendment does not purport to be complete and is qualified in its entirety by the actual SWAG Amendment,
a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
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.
| |
Novo
Integrated Sciences, Inc. |
| |
|
|
| Dated:
January 6, 2023 |
By: |
/s/
Robert Mattacchione |
| |
|
Robert
Mattacchione |
| |
|
Chief
Executive Officer |
Novo Integrated Sciences (NASDAQ:NVOS)
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