Current Report Filing (8-k)
25 Maio 2023 - 9:01AM
Edgar (US Regulatory)
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2023-05-23
2023-05-23
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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): May
23, 2023
Novo
Integrated Sciences, Inc.
(Exact name of registrant as specified in its charter)
Nevada |
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001-40089 |
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59-3691650 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of Incorporation) |
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File Number) |
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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) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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 |
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Trading Symbol(s) |
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Name of Each Exchange on which Registered |
Common Stock |
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NVOS |
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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 November 25, 2022 by Novo Integrated Sciences, Inc.
(the “Company”), on November 21, 2022, the Company received a notification letter (the “November Notification Letter”)
from the Listing Qualifications Department of The Nasdaq Stock Market, LLC (“Nasdaq”) advising the Company that it was not
in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on Nasdaq. Listing
Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides
that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days.
Based on the closing bid price of the Company’s common stock between October 10, 2022 and November 11, 2022, the Company no longer
met the minimum bid price requirement. The November Notification Letter had no immediate effect on the listing or trading of the Company’s
common stock on Nasdaq and the Company’s common stock continued to trade on Nasdaq.
The November Notification
Letter provided the Company 180 calendar days, or until May 22, 2023, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain
compliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum
of 10 consecutive business days.
On May 23, 2023, Nasdaq notified
the Company that, although the Company has not yet regained compliance with the minimum bid price requirement, Nasdaq has determined that
the Company is eligible for an additional 180 calendar day period, or until November 20, 2023, to regain compliance. The determination
was based in part on the Company’s written notice of its intention to cure the deficiency during the second compliance period be
effecting a reverse stock split, if necessary.
If the Company does not regain
compliance by November 20, 2023, then Nasdaq will notify the Company of its determination to delist the Company’s common stock,
at which point the Company will have an opportunity to appeal the delisting determination to a hearings panel.
As of the date hereof, the
Company’s common stock continues to trade on Nasdaq under the symbol “NVOS.” The Company intends to monitor the closing
bid price of its common stock and will consider implementing available options to regain compliance with the minimum bid price requirement
under the Nasdaq Listing Rules.
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.
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Novo Integrated Sciences, Inc. |
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Dated:
May 25, 2023 |
By: |
/s/ Robert Mattacchione |
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Robert Mattacchione |
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Chief Executive Officer |
Novo Integrated Sciences (NASDAQ:NVOS)
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