Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
18 Agosto 2023 - 5:35PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. )
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
☐ |
Preliminary
Proxy Statement |
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive
Proxy Statement |
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Definitive
Additional Materials |
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Soliciting
Material Pursuant to Section 240.14a-12 |
NOVO
INTEGRATED SCIENCES, INC. |
(Name
of Registrant as Specified In Its Charter) |
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box): |
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No
fee required. |
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Fee
computed on the table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) |
Title
of each class of securities to which transaction applies: |
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(2) |
Aggregate
number of securities to which transaction applies: |
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(3) |
Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
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(4) |
Proposed
maximum aggregate value of transaction: |
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(5) |
Total
fee paid: |
☐ |
Fee
paid previously with preliminary materials. |
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☐ |
Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
filing. |
(1) |
Amount
Previously Paid: |
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(2) |
Form,
Schedule or Registration Statement No.: |
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(3) |
Filing
Party: |
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(4) |
Date
Filed: |
NOTICE
OF INTERNET AVAILABILITY OF
PROXY
MATERIALS
The
Annual Meeting of Stockholders of Novo Integrated Sciences, Inc.
will
be held Virtually via Zoom Webinar on September 29, 2023, at 1:00 PM ET
PROXY
STATEMENT, 2022 FORM 10-K, AND PROXY CARD ARE AVAILABLE AT:
www.annualgeneralmeetings.com/nvos2023/
Dear
Shareholder:
The
Annual Meeting of Shareholders of Novo Integrated Sciences, Inc. (“Novo” or the “Company”), to be held on September
29, 2023, at 1:00 PM ET, has been called to consider and act upon the following matters:
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1. |
To
elect five directors nominated by Novo’s Board of Directors, based on the recommendation of Novo’s independent directors,
to serve for a one-year term following approval by the stockholders at the Annual Meeting; |
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2. |
To
approve the 2023 Equity Incentive Plan; |
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3. |
To
approve the amendment of Novo’s Amended and Restated Articles of Incorporation, as amended (the “Articles of Incorporation”),
to effectuate a reverse stock split of Novo’s outstanding shares of common stock, at a ratio of no less than 1-for-5 and no
more than 1-for-15, with such ratio to be determined at the sole discretion of the Board (the “Reverse Stock Split”); |
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4. |
To
ratify the appointment of Fruci & Associates II, PLLC as Novo’s independent registered public accounting firm for the fiscal
year ending August 31, 2023; and |
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5. |
To
transact such other business as may properly come before the Annual Meeting and/or any adjournment or postponement thereof. |
Our
Board of Directors recommends a vote “FOR” all director nominees and “FOR” proposals 2, 3, & 4.
Complete
proxy materials, including the Proxy Statement, 2022 Form 10-K, and proxy card, are available to you on-line at www.annualgeneralmeetings.com/nvos2023/
or upon your request by e-mail or first-class mail. We encourage you to access and review all of the important information contained
in the proxy materials before voting.
You
may vote online, by mail or virtually following the instructions in the Proxy Statement. If you wish to vote online, you will need your
“Shareholder Control Number” (which can be found in the bottom right hand corner of this notice) and the web address,
all of which will be included with or on the proxy card located on the Internet website stated above or mailed to you at your request.
No other personal information will be required in order to vote in this manner. If you wish to vote by mail, simply print out the proxy
card located on the Internet website stated above, mark the proxy card accordingly, sign and return it to us at the address indicated
on the proxy card.
Control
Number:
Important
Notice Regarding
the
Availability of Proxy Materials for the
Stockholder
Meeting
To
Be Held on September 29, 2023:
(1) |
This
is not a ballot. You cannot use this notice to vote your shares. This communication presents only an overview of the more complete
proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information
contained in the proxy materials before voting. |
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(2) |
The
Proxy Statement, 2022 Form 10-K, and proxy card are available at : www.annualgeneralmeetings.com/nvos2023/ |
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(3) |
If
you want to receive a paper or e-mail copy of these documents for this Annual Meeting and future annual shareholder meetings, you
must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed below on or
before September 15, 2023 to facilitate timely delivery. |
To
request a paper or email copy of these documents, either:
Call
our toll-free number – 1-800-785-7782; or
Visit
our website at www.annualgeneralmeetings.com/nvos2023/; or
Send
us an email at cs@pacificstocktransfer.com
Please
clearly identify the documents you are requesting, our Company name, and your name along with the Shareholder Control Number located
in the lower right hand corner of this notice and the name and address to which the materials should be mailed or emailed, as applicable.
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By
Order of the Board of Directors |
Control
Number:
Novo Integrated Sciences (NASDAQ:NVOS)
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