Current Report Filing (8-k)
24 Março 2023 - 10:02AM
Edgar (US Regulatory)
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2023-03-24
2023-03-24
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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): March 24, 2023
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 |
| Common
Stock |
|
NVOS |
|
Nasdaq
Capital Market |
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
8.01. Other Events.
As
previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 21, 2022 by Novo
Integrated Sciences, Inc. (the “Company”), on December 15, 2022, the Company received a notice on December 15, 2022 (the
“December Nasdaq Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)
advising the Company that it was not in compliance with Nasdaq’s continued listing requirements under Nasdaq Listing Rule 5250(c)(1)
(the “Rule”) as a result of its failure to timely file its Annual Report on Form 10-K for the fiscal year ended August 31,
2022 (the “Form 10-K”). On January 26, 2023, the Company reported that it received a notice (the “January Nasdaq Notice”)
on January 25, 2023 from Nasdaq advising the Company that it was not in compliance with Nasdaq’s continued listing requirements
under the Rule as a result of its failure to timely file the Form 10-K and its Quarterly Report on Form 10-Q for the fiscal quarter ended
November 30, 2022 (the “Form 10-Q”).
Per
the January Nasdaq Notice and in accordance with the December Nasdaq Notice, the Company had 60 calendar days from receipt of the December
Nasdaq Notice or until February 13, 2023, to submit a plan to regain compliance with the Rule with the respect to the Form 10-K and the
Form 10-Q. On February 13, 2023, the Company submitted to Nasdaq its plan to regain compliance with the Rule with respect to the Form
10-K and the Form 10-Q. If Nasdaq accepted the Company’s plan, then Nasdaq could grant an exception of up to 180 calendar days
from the due date of the Form 10-K to regain compliance.
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.
On
March 24, 2023, the Company issued a press release providing an update regarding certain actions and events, including with respect to
the grant of an exception by Nasdaq as described above. A copy of the press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated by reference herein.
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:
March 24, 2023 |
By: |
/s/
Robert Mattacchione |
| |
|
Robert
Mattacchione |
| |
|
Chief
Executive Officer |
Novo Integrated Sciences (NASDAQ:NVOS)
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