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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): July 17, 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
2.02. Results of Operations and Financial Condition.
On
July 17, 2023, Novo Integrated Sciences, Inc. (“Novo”) issued a press release announcing its financial results for the fiscal
quarter ended May 31, 2023. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The
information contained in the website is not a part of this Current Report on Form 8-K.
The
information furnished pursuant to this Item 2.02, including the information contained in Exhibit 99.1, is “furnished” and
not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise
subject to the liabilities of that section. Such information shall not be incorporated by reference in another filing under the Exchange
Act or the Securities Act of 1933, as amended, except to the extent such other filing specifically incorporates such information 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:
July 17, 2023 |
By: |
/s/
Robert Mattacchione |
|
|
Robert
Mattacchione |
|
|
Chief
Executive Officer |
Exhibit 99.1
![](https://www.sec.gov/Archives/edgar/data/1138978/000149315223024724/ex99-1_001.jpg)
Novo
Integrated Sciences Reports Fiscal Year 2023 Third Quarter Financial Results
BELLEVUE,
Wash., July 17, 2023 - 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 for services and product innovation, today reported its financial results for the third fiscal quarter ended May 31, 2023.
Robert
Mattacchione, Novo’s CEO and Board Chairman, stated, “The Company remains committed to the commercialization of its proprietary
product offerings and the expansion and delivery of its essential services and solutions of how non-catastrophic healthcare is delivered
both now and in the future. During the fiscal year 2023 third quarter period, the Company announced the signing of agreements for an
unsecured, non-dilutive 15-year debt instrument, with a principal sum of $70,000,000, which provides for the Company to receive net proceeds
of approximately $55,000,000 after fees. In today’s environment of tight capital markets and expensive capital raises, this cash
infusion is consequential and will provide the Company with the foundational capital and repayment terms required to support and accelerate
the further implementation and growth of Novo’s three-pillar business model.”
Financial
Highlights for the three month period ended May 31, 2023:
|
● |
Cash
and cash equivalents were $464,011, total assets were $35.7 million, total liabilities were $9.5 million, and stockholders’
equity was $26.5 million. |
|
|
|
|
● |
Revenues
were $3,292,933, representing a decrease of $10,558,950, or 76%, from $13,851,883 for the same period in 2022. The decrease in revenue
is principally due to the decrease in outsourced product sales and IoNovo Iodine. Acenzia’s and Terragenx’s revenue for
the three months ended May 31, 2023 was $896,405 and $5,866, respectively. Revenue from our healthcare services decreased by 8% when
comparing the revenue for the three months ended for the same period in 2022. |
|
|
|
|
● |
Operating
costs were $2,744,512, representing a decrease of $867,116, or 24%, from $3,611,628 for the same period in 2022. The decrease in
operating costs was principally due to the decrease in overhead expenses and depreciation and amortization. |
|
|
|
|
● |
Net
loss attributed to the Company was $1,497,330, representing a decrease of $2,312,724, or 61%, from $3,810,054 for the same period
in 2022. The decrease in net loss was principally due to the decrease in operating expenses. |
|
|
|
|
● |
On
March 21, 2023, the Company issued a $573,000 promissory note (12% per annum interest rate) and completed the related Securities
Purchase Agreement with FirstFire Global Opportunities Fund, LLC (“FirstFire”) for gross proceeds of $515,700. The Company
granted 5-year warrants with an exercise price of $0.25 per share and issued 955,000 restricted shares to FirstFire. |
|
|
|
|
● |
On
April 26, 2023, the Company entered into a securities purchase agreement with RC Consulting Group LLC in favor of SCP Tourbillion
Monaco or registered assigns pursuant to which the Company issued an unsecured 15-year promissory note to the RC Noteholder (the
“RC Note”) with a maturity date of April 26, 2038, in the principal sum of $70,000,000, which amount represents the $57,000,000
purchase price plus a yield (non-compounding) of 1.52% (zero coupon) per annum from April 26, 2023 until the same becomes due and
payable as provided in the RC Note. |
|
|
|
|
● |
Subsequent
to the period ended May 31, 2023, on June 20, 2023, the Company issued a $445,000 promissory note (12% per annum interest rate) and
completed the related Securities Purchase Agreement with Mast Hill Fund, L.P. for gross proceeds of $400,500. The Company granted
5-year warrants with an exercise price of $0.25 per share and issued 776,614 restricted shares to Mast Hill Fund, L.P. |
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.
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.
Contact
Chris
David, COO-President
Novo
Integrated Sciences, Inc.
chris.david@novointegrated.com
(888)
512-1195
NOVO
INTEGRATED SCIENCES, INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
As
of May 31, 2023 (unaudited) and August 31, 2022
| |
May 31, | | |
August 31, | |
| |
2023 | | |
2022 | |
| |
(unaudited) | | |
| |
ASSETS | |
| | | |
| | |
Current Assets: | |
| | | |
| | |
Cash and cash equivalents | |
$ | 464,011 | | |
$ | 2,178,687 | |
Accounts receivable, net | |
| 1,327,613 | | |
| 1,017,405 | |
Inventory, net | |
| 938,940 | | |
| 879,033 | |
Other receivables | |
| 1,046,080 | | |
| 1,085,335 | |
Prepaid expenses and other current assets | |
| 221,414 | | |
| 571,335 | |
Total current assets | |
| 3,998,058 | | |
| 5,731,795 | |
| |
| | | |
| | |
Property and equipment, net | |
| 5,411,438 | | |
| 5,800,648 | |
Intangible assets, net | |
| 16,696,363 | | |
| 18,840,619 | |
Right-of-use assets, net | |
| 2,096,376 | | |
| 2,673,934 | |
Goodwill | |
| 7,542,795 | | |
| 7,825,844 | |
TOTAL ASSETS | |
$ | 35,745,030 | | |
$ | 40,872,840 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| |
| | | |
| | |
Current Liabilities: | |
| | | |
| | |
Accounts payable | |
$ | 1,896,040 | | |
$ | 1,800,268 | |
Accrued expenses | |
| 1,178,245 | | |
| 1,116,125 | |
Accrued interest (including amounts to related parties) | |
| 350,831 | | |
| 454,189 | |
Government loans and notes payable, current portion | |
| 312,672 | | |
| - | |
Convertible notes payable, net of discount of $494,523 | |
| 651,477 | | |
| 9,099,654 | |
Contingent liability | |
| 57,933 | | |
| 534,595 | |
Due to related parties | |
| 406,683 | | |
| 478,897 | |
Debentures, related parties, current portion | |
| 912,025 | | |
| - | |
Finance lease liability, current portion | |
| 13,814 | | |
| 8,890 | |
Operating lease liability, current portion | |
| 428,951 | | |
| 582,088 | |
Total current liabilities | |
| 6,208,671 | | |
| 14,074,706 | |
| |
| | | |
| | |
Debentures, related parties, net of current portion | |
| - | | |
| 946,250 | |
Government loans and notes payable, net of current portion | |
| 64,946 | | |
| 161,460 | |
Finance lease liability, net of current portion | |
| - | | |
| 12,076 | |
Operating lease liability, net of current portion | |
| 1,786,961 | | |
| 2,185,329 | |
Deferred tax liability | |
| 1,393,168 | | |
| 1,445,448 | |
TOTAL LIABILITIES | |
| 9,453,746 | | |
| 18,825,269 | |
| |
| | | |
| | |
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 May 31, 2023 and August 31, 2022, respectively | |
| - | | |
| - | |
Common stock; $0.001 par value; 499,000,000 shares authorized; 144,857,518 and 31,180,603 shares issued and outstanding at May 31, 2023 and August 31, 2022, respectively | |
| 144,857 | | |
| 31,181 | |
Additional paid-in capital | |
| 89,249,590 | | |
| 66,056,824 | |
Common stock to be issued (911,392 and 4,149,633 shares at May 31, 2023 and August 31, 2022, respectively) | |
| 1,217,293 | | |
| 9,474,807 | |
Other comprehensive (loss) income | |
| (172,526 | ) | |
| 560,836 | |
Accumulated deficit | |
| (63,872,587 | ) | |
| (53,818,489 | ) |
Total Novo Integrated Sciences, Inc. stockholders’ equity | |
| 26,566,627 | | |
| 22,305,159 | |
Noncontrolling interest | |
| (275,343 | ) | |
| (257,588 | ) |
Total stockholders’ equity | |
| 26,291,284 | | |
| 22,047,571 | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | |
$ | 35,745,030 | | |
$ | 40,872,840 | |
NOVO
INTEGRATED SCIENCES, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
For
the Three and Nine Months Ended May 31, 2023 and 2022 (unaudited)
| |
Three Months Ended | | |
Nine Months Ended | |
| |
May 31, | | |
May 31, | | |
May 31, | | |
May 31, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| |
| | |
| | |
| | |
| |
Revenues | |
$ | 3,292,933 | | |
$ | 13,851,883 | | |
$ | 9,268,722 | | |
$ | 19,883,033 | |
| |
| | | |
| | | |
| | | |
| | |
Cost of revenues | |
| 1,978,839 | | |
| 11,443,001 | | |
| 5,244,192 | | |
| 14,991,331 | |
| |
| | | |
| | | |
| | | |
| | |
Gross profit | |
| 1,314,094 | | |
| 2,408,882 | | |
| 4,024,530 | | |
| 4,891,702 | |
| |
| | | |
| | | |
| | | |
| | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | |
Selling expenses | |
| 1,877 | | |
| 9,802 | | |
| 9,916 | | |
| 36,340 | |
General and administrative expenses | |
| 2,742,635 | | |
| 3,601,826 | | |
| 9,473,802 | | |
| 9,542,443 | |
Total operating expenses | |
| 2,744,512 | | |
| 3,611,628 | | |
| 9,483,718 | | |
| 9,578,783 | |
| |
| | | |
| | | |
| | | |
| | |
Loss from operations | |
| (1,430,418 | ) | |
| (1,202,746 | ) | |
| (5,459,188 | ) | |
| (4,687,081 | ) |
| |
| | | |
| | | |
| | | |
| | |
Non-operating income (expense) | |
| | | |
| | | |
| | | |
| | |
Interest income | |
| 62,397 | | |
| 8,355 | | |
| 6,762 | | |
| 25,233 | |
Interest expense | |
| (9,570 | ) | |
| (513,398 | ) | |
| (240,520 | ) | |
| (1,808,310 | ) |
Amortization of debt discount | |
| (156,037 | ) | |
| (2,133,890 | ) | |
| (4,386,899 | ) | |
| (3,654,752 | ) |
Foreign currency transaction gain (loss) | |
| 48,333 | | |
| 97,654 | | |
| 12,652 | | |
| (303,714 | ) |
Total other expense | |
| (54,877 | ) | |
| (2,541,279 | ) | |
| (4,608,005 | ) | |
| (5,741,543 | ) |
| |
| | | |
| | | |
| | | |
| | |
Loss before income taxes | |
| (1,485,295 | ) | |
| (3,744,025 | ) | |
| (10,067,193 | ) | |
| (10,428,624 | ) |
| |
| | | |
| | | |
| | | |
| | |
Income tax expense | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | | |
| | |
Net loss | |
$ | (1,485,295 | ) | |
$ | (3,744,025 | ) | |
$ | (10,067,193 | ) | |
$ | (10,428,624 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net loss attributed to noncontrolling interest | |
| 12,035 | | |
| 66,029 | | |
| (13,095 | ) | |
| (6,816 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net loss attributed to Novo Integrated Sciences, Inc. | |
| (1,497,330 | ) | |
| (3,810,054 | ) | |
| (10,054,098 | ) | |
| (10,421,808 | ) |
| |
| | | |
| | | |
| | | |
| | |
Comprehensive loss: | |
| | | |
| | | |
| | | |
| | |
Net loss | |
| (1,485,295 | ) | |
| (3,744,025 | ) | |
| (10,067,193 | ) | |
| (10,428,624 | ) |
Foreign currency translation (loss) gain | |
| (120,357 | ) | |
| 13,711 | | |
| (738,022 | ) | |
| 24,916 | |
Comprehensive loss: | |
$ | (1,605,652 | ) | |
$ | (3,730,314 | ) | |
$ | (10,805,215 | ) | |
$ | (10,403,708 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted average common shares outstanding – basic and diluted | |
| 143,600,541 | | |
| 29,817,999 | | |
| 85,832,252 | | |
| 28,498,414 | |
| |
| | | |
| | | |
| | | |
| | |
Net loss per common share – basic and diluted | |
$ | (0.01 | ) | |
$ | (0.13 | ) | |
$ | (0.12 | ) | |
$ | (0.37 | ) |
NOVO
INTEGRATED SCIENCES, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For
the Three and Nine Months Ended May 31, 2023 and 2022 (unaudited)
| |
Common
Stock | | |
Additional
Paid-in | | |
Common
Stock To | | |
Other
Comprehensive | | |
Accumulated | | |
Novo
Stockholders’ | | |
Noncontrolling | | |
Total | |
| |
Shares | | |
Amount | | |
Capital | | |
Be
Issued | | |
Income | | |
Deficit | | |
Equity | | |
Interest | | |
Equity | |
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 | |
Units
issued for cash, net of offering costs | |
| 4,000,000 | | |
| 4,000 | | |
| 1,791,000 | | |
| - | | |
| - | | |
| - | | |
| 1,795,000 | | |
| - | | |
| 1,795,000 | |
Issuance
of common stock to be issued | |
| 36,222 | | |
| 36 | | |
| 92,330 | | |
| (92,366 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Cashless
exercise of warrants | |
| 4,673,986 | | |
| 4,674 | | |
| 1,134,376 | | |
| - | | |
| - | | |
| - | | |
| 1,139,050 | | |
| - | | |
| 1,139,050 | |
Fair
value of stock options | |
| - | | |
| - | | |
| 60,887 | | |
| - | | |
| - | | |
| - | | |
| 60,887 | | |
| - | | |
| 60,887 | |
Foreign
currency translation loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| (417,008 | ) | |
| - | | |
| (417,008 | ) | |
| (3,974 | ) | |
| (420,982 | ) |
Net
loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (3,935,413 | ) | |
| (3,935,413 | ) | |
| (1,323 | ) | |
| (3,936,736 | ) |
Balance,
November 30, 2022 | |
| 39,890,811 | | |
$ | 39,891 | | |
$ | 69,135,417 | | |
$ | 9,382,441 | | |
$ | 143,828 | | |
$ | (57,753,902 | ) | |
$ | 20,947,675 | | |
$ | (262,885 | ) | |
$ | 20,684,790 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Share
issuance for convertible debt settlement | |
| 93,109,398 | | |
| 93,110 | | |
| 8,992,941 | | |
| - | | |
| - | | |
| - | | |
| 9,086,051 | | |
| - | | |
| 9,086,051 | |
Cashless
exercise of warrants | |
| 1,159,348 | | |
| 1,159 | | |
| 281,374 | | |
| - | | |
| - | | |
| - | | |
| 282,533 | | |
| - | | |
| 282,533 | |
Exercise
of warrants for cash | |
| 1,310,000 | | |
| 1,310 | | |
| 129,690 | | |
| - | | |
| - | | |
| - | | |
| 131,000 | | |
| - | | |
| 131,000 | |
Issuance
of common stock to be issued | |
| 3,202,019 | | |
| 3,201 | | |
| 8,161,947 | | |
| (8,165,148 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Shares
issued with convertible notes | |
| 955,000 | | |
| 955 | | |
| 82,008 | | |
| - | | |
| - | | |
| - | | |
| 82,963 | | |
| - | | |
| 82,963 | |
Value
of warrants issued with convertible notes | |
| - | | |
| - | | |
| 86,327 | | |
| - | | |
| - | | |
| - | | |
| 86,327 | | |
| - | | |
| 86,327 | |
Fair
value of stock options | |
| - | | |
| - | | |
| 60,887 | | |
| - | | |
| - | | |
| - | | |
| 60,887 | | |
| - | | |
| 60,887 | |
Extinguishment
of derivative liability due to conversion | |
| - | | |
| - | | |
| 1,390,380 | | |
| - | | |
| - | | |
| - | | |
| 1,390,380 | | |
| - | | |
| 1,390,380 | |
Foreign
currency translation loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| (195,821 | ) | |
| - | | |
| (195,821 | ) | |
| (862 | ) | |
| (196,683 | ) |
Net
loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (4,621,355 | ) | |
| (4,621,355 | ) | |
| (23,807 | ) | |
| (4,645,162 | ) |
Balance,
February 28, 2023 | |
| 139,626,576 | | |
$ | 139,626 | | |
$ | 88,320,971 | | |
$ | 1,217,293 | | |
$ | (51,993 | ) | |
$ | (62,375,257 | ) | |
$ | 27,250,640 | | |
$ | (287,554 | ) | |
$ | 26,963,086 | |
Share
issuance for convertible debt settlement | |
| 1,075,942 | | |
| 1,076 | | |
| 99,202 | | |
| - | | |
| - | | |
| - | | |
| 100,278 | | |
| - | | |
| 100,278 | |
Exercise
of warrants for cash | |
| 3,200,000 | | |
| 3,200 | | |
| 316,800 | | |
| - | | |
| - | | |
| - | | |
| 320,000 | | |
| - | | |
| 320,000 | |
Shares
issued with convertible notes | |
| 955,000 | | |
| 955 | | |
| 89,177 | | |
| - | | |
| - | | |
| - | | |
| 90,132 | | |
| - | | |
| 90,132 | |
Value
of warrants issued with convertible notes | |
| - | | |
| - | | |
| 93,811 | | |
| - | | |
| - | | |
| - | | |
| 93,811 | | |
| - | | |
| 93,811 | |
Beneficial
conversion feature upon issuance on convertible debt | |
| - | | |
| - | | |
| 66,068 | | |
| - | | |
| - | | |
| - | | |
| 66,068 | | |
| - | | |
| 66,068 | |
Stock
option expense | |
| - | | |
| - | | |
| 263,561 | | |
| - | | |
| - | | |
| - | | |
| 263,561 | | |
| - | | |
| 263,561 | |
Foreign
currency translation loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| (120,533 | ) | |
| - | | |
| (120,533 | ) | |
| 176 | | |
| (120,357 | ) |
Net
loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,497,330 | ) | |
| (1,497,330 | ) | |
| 12,035 | | |
| (1,485,295 | ) |
Balance,
May 31, 2023 | |
| 144,857,518 | | |
$ | 144,857 | | |
$ | 89,249,590 | | |
$ | 1,217,293 | | |
$ | (172,526 | ) | |
$ | (63,872,587 | ) | |
$ | 26,566,627 | | |
$ | (275,343 | ) | |
$ | 26,291,284 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
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 | |
| 35,000 | | |
| 35 | | |
| 64,715 | | |
| - | | |
| - | | |
| - | | |
| 64,750 | | |
| - | | |
| 64,750 | |
Common
stock issued as collateral and held in escrow | |
| 2,000,000 | | |
| 2,000 | | |
| (2,000 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Common
stock to be issued for purchase of Terragenx | |
| - | | |
| - | | |
| - | | |
| 983,925 | | |
| - | | |
| - | | |
| 983,925 | | |
| 97,311 | | |
| 1,081,236 | |
Common
stock to be issued for purchase of Mullin assets | |
| - | | |
| - | | |
| - | | |
| 188,925 | | |
| - | | |
| - | | |
| 188,925 | | |
| - | | |
| 188,925 | |
Value
of warrants issued with convertible notes | |
| - | | |
| - | | |
| 295,824 | | |
| - | | |
| - | | |
| - | | |
| 295,824 | | |
| - | | |
| 295,824 | |
Fair
value of stock options | |
| - | | |
| - | | |
| 154,135 | | |
| - | | |
| - | | |
| - | | |
| 154,135 | | |
| - | | |
| 154,135 | |
Foreign
currency translation loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| (103,533 | ) | |
| - | | |
| (103,533 | ) | |
| (855 | ) | |
| (104,388 | ) |
Net
loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,806,587 | ) | |
| (1,806,587 | ) | |
| (9,808 | ) | |
| (1,816,395 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance,
November 30, 2021 | |
| 28,645,144 | | |
$ | 28,645 | | |
$ | 55,092,070 | | |
$ | 10,409,457 | | |
$ | 887,544 | | |
$ | (22,775,861 | ) | |
$ | 43,641,855 | | |
$ | 26,387 | | |
$ | 43,668,242 | |
Common
stock for services | |
| 240,000 | | |
| 240 | | |
| 297,760 | | |
| - | | |
| - | | |
| - | | |
| 298,000 | | |
| - | | |
| 298,000 | |
Value
of warrants issued with convertible notes | |
| - | | |
| - | | |
| 5,257,466 | | |
| - | | |
| - | | |
| - | | |
| 5,257,466 | | |
| - | | |
| 5,257,466 | |
Fair
value of stock options | |
| - | | |
| - | | |
| 44,427 | | |
| - | | |
| - | | |
| - | | |
| 44,427 | | |
| - | | |
| 44,427 | |
Foreign
currency translation gain | |
| - | | |
| - | | |
| - | | |
| - | | |
| 114,738 | | |
| - | | |
| 114,738 | | |
| 355 | | |
| 115,093 | |
Net
loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (4,805,167 | ) | |
| (4,805,167 | ) | |
| (63,037 | ) | |
| (4,868,204 | ) |
Balance,
February 28, 2022 | |
| 28,885,144 | | |
$ | 28,885 | | |
$ | 60,691,723 | | |
$ | 10,409,457 | | |
$ | 1,002,282 | | |
$ | (27,581,028 | ) | |
$ | 44,551,319 | | |
$ | (36,295 | ) | |
$ | 44,515,024 | |
Common
stock issued for services | |
| 125,000 | | |
| 125 | | |
| 313,875 | | |
| - | | |
| - | | |
| - | | |
| 314,000 | | |
| - | | |
| 314,000 | |
Share
issuance for convertible debt settlement | |
| 623,929 | | |
| 624 | | |
| 1,247,225 | | |
| - | | |
| - | | |
| - | | |
| 1,247,849 | | |
| - | | |
| 1,247,849 | |
Common
stock issued for acquisition | |
| 800,000 | | |
| 800 | | |
| 1,703,200 | | |
| - | | |
| - | | |
| - | | |
| 1,704,000 | | |
| - | | |
| 1,704,000 | |
Common
stock to be issued for acquisitions | |
| - | | |
| - | | |
| - | | |
| 260,625 | | |
| - | | |
| - | | |
| 260,625 | | |
| 25,402 | | |
| 286,027 | |
Issuance
of common stock to be issued | |
| 225,000 | | |
| 225 | | |
| 573,525 | | |
| (573,750 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Fair
value of stock options | |
| - | | |
| - | | |
| 91,330 | | |
| - | | |
| - | | |
| - | | |
| 91,330 | | |
| - | | |
| 91,330 | |
Foreign
currency translation gain | |
| - | | |
| - | | |
| - | | |
| - | | |
| 13,711 | | |
| - | | |
| 13,711 | | |
| 51 | | |
| 13,762 | |
Net
Loss | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (3,810,054 | ) | |
| (3,810,054 | ) | |
| 66,029 | | |
| (3,744,025 | ) |
Balance,
May 31, 2022 | |
| 30,659,073 | | |
$ | 30,659 | | |
$ | 64,620,878 | | |
$ | 10,096,332 | | |
$ | 1,015,993 | | |
$ | (31,391,082 | ) | |
$ | 44,372,780 | | |
$ | 55,187 | | |
$ | 44,427,967 | |
NOVO
INTEGRATED SCIENCES, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
For
the Nine Months Ended May 31, 2023 and 2022 (unaudited)
| |
Nine Months Ended | |
| |
May 31, | | |
May 31, | |
| |
2023 | | |
2022 | |
| |
| | |
| |
CASH FLOWS FROM OPERATING ACTIVITIES: | |
| | | |
| | |
Net loss | |
$ | (10,067,193 | ) | |
$ | (10,428,624 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Depreciation and amortization | |
| 1,718,388 | | |
| 2,349,434 | |
Fair value of vested stock options | |
| 385,335 | | |
| 289,892 | |
Common stock issued for services | |
| - | | |
| 676,750 | |
Financing costs for debt extension | |
| 1,421,583 | | |
| - | |
Operating lease expense | |
| 624,246 | | |
| 418,188 | |
Amortization of debt discount | |
| 4,386,899 | | |
| 3,654,752 | |
Foreign currency transaction (gain) loss | |
| (12,652 | ) | |
| 303,714 | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Accounts receivable | |
| (308,907 | ) | |
| (3,650,069 | ) |
Inventory | |
| (92,260 | ) | |
| (263,539 | ) |
Prepaid expenses and other current assets | |
| 333,724 | | |
| (150,632 | ) |
Accounts payable | |
| 154,542 | | |
| 117,056 | |
Accrued expenses | |
| 104,004 | | |
| (68,871 | ) |
Accrued interest | |
| (67,634 | ) | |
| 598,904 | |
Operating lease liability | |
| (594,618 | ) | |
| (406,862 | ) |
Net cash used in operating activities | |
| (2,014,543 | ) | |
| (6,559,907 | ) |
| |
| | | |
| | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | | |
| | |
Purchase of property and equipment | |
| (18,870 | ) | |
| (190,973 | ) |
Cash acquired with acquisition | |
| - | | |
| 57,489 | |
Payments received from other receivables | |
| - | | |
| 296,138 | |
Net cash (used in) provided by investing activities | |
| (18,870 | ) | |
| 162,654 | |
| |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | |
Repayments to related parties | |
| (56,649 | ) | |
| (21,932 | ) |
Repayments of finance leases | |
| (6,435 | ) | |
| (14,797 | ) |
Proceeds from (repayments of) notes payable | |
| 222,000 | | |
| (4,430,794 | ) |
Proceeds from the sale of common stock, net of offering costs | |
| 1,795,000 | | |
| - | |
Proceeds from exercise of warrants | |
| 451,000 | | |
| - | |
Repayment of convertible notes | |
| (3,033,888 | ) | |
| - | |
Proceeds from issuance of convertible notes, net | |
| 925,306 | | |
| 15,270,000 | |
Net cash provided by financing activities | |
| 296,334 | | |
| 10,802,477 | |
| |
| | | |
| | |
Effect of exchange rate changes on cash and cash equivalents | |
| 22,403 | | |
| (20,940 | ) |
| |
| | | |
| | |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | |
| (1,714,676 | ) | |
| 4,384,284 | |
| |
| | | |
| | |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | |
| 2,178,687 | | |
| 8,293,162 | |
| |
| | | |
| | |
CASH AND CASH EQUIVALENTS, END OF PERIOD | |
$ | 464,011 | | |
$ | 12,677,446 | |
| |
| | | |
| | |
CASH PAID FOR: | |
| | | |
| | |
Interest | |
$ | 343,878 | | |
$ | 1,294,912 | |
Income taxes | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: | |
| | | |
| | |
Common stock issued for convertible debt settlement | |
$ | 9,186,329 | | |
$ | 1,247,849 | |
Common stock to be issued for intangible assets | |
$ | - | | |
$ | 188,925 | |
Common stock to be issued for acquisition | |
$ | - | | |
$ | 1,244,550 | |
Common stock issued for acquisition | |
$ | - | | |
$ | 1,704,000 | |
Beneficial conversion feature upon issuance of convertible notes | |
$ | 66,068 | | |
$ | - | |
Debt discount recognized on derivative liability | |
$ | 1,390,380 | | |
$ | - | |
Debt discount recognized on convertible note | |
$ | 639,993 | | |
$ | - | |
Extinguishment of derivative liability due to conversion | |
$ | 1,390,380 | | |
$ | - | |
Common stock issued with convertible notes | |
$ | 173,095 | | |
$ | - | |
Warrants issued with convertible notes | |
$ | 180,138 | | |
$ | - | |
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Novo Integrated Sciences (NASDAQ:NVOS)
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