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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 19, 2024
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 100, 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 19, 2024, Novo Integrated Sciences, Inc. issued a press release announcing its financial results for the quarter ended May 31, 2024. 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
| Exhibit No. | Description | |
| 99.1 | Press release issued by the registrant on July 19, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 19, 2024 | By: | /s/ Robert Mattacchione |
| Robert Mattacchione | ||
| Chief Executive Officer | ||
Exhibit 99.1
Novo Integrated Sciences Reports Fiscal Year 2024 Third Quarter Financial Results
BELLEVUE, Wash., July 19, 2024 - 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, 2024.
Robert Mattacchione, Novo’s CEO and Board Chairman, stated, “The Company’s fiscal year 2024 third quarter emphasized maximizing operational efficiencies for all business units. The Company continues to work with certain prospective financial partners to close previously announced non-traditional financing opportunities to raise foundational capital with repayment terms necessary to support and accelerate the further growth of Novo’s three-pillar business model. The Company remains committed to the commercialization of its proprietary product offerings and the expansion and delivery of its essential services and solutions for how non-catastrophic healthcare is delivered both now and in the future.”
Financial Highlights for the three-month period ended May 31, 2024:
| ● | Cash and cash equivalents were $1,539,771, total assets were $35,327,000, total liabilities were $25,663,779, and total stockholders’ equity was $9,956,134. | |
| ● | Revenues were $3,151,851, representing a decrease of $141,082, or 4%, from $3,292,933 for the three months ended May 31, 2023. The decrease in revenue is principally due to a decrease in product sales. Acenzia’s and Terragenx’s revenue for the three months ended May 31, 2024 were $884,396 and $103,399, respectively. Despite a decrease in total revenue, revenue from our healthcare services increased by 8.1% when comparing the revenue for the three months ended May 31, 2024 to the three months ended May 31, 2023. | |
| ● | Operating costs were $3,417,096, representing an increase of $672,584, or 25%, from $2,744,512 for the three months ended May 31, 2023. The increase in operating costs was primarily due to the inflationary impact on operating costs. | |
| ● | Net loss attributed to the Company was $13,741,903, representing an increase of $12,244,573, or 818%, from $1,497,330 for the three months ended May 31, 2023. The increase in net loss of $12,244,573 is mainly attributed to the recognition of a $6,724,690 loss in the fair value of the derivative liability, loss from operations of $1,089,785, amortization of the debt discount of $ 2,748,793 and foreign currency exchange loss of $1,455,248 arising as a result of intercompany balance reconciliation. | |
| ● | On April 5, 2024, the Company executed a $6.21 million Securities Purchase Agreement and Promissory Note with Streeterville Capital LLC (the “Streeterville Note”). The interest rate on the Streeterville Note is 10.9% and it has a 12-month maturity date. A portion of the proceeds from the Streeterville Note paid the balance owed on two notes, as follows: |
| ○ | $3,228,774 (principal) and $30,571.28 (interest) on the 2023 $3.5 million Mast Hill note; and | |
| ○ | $82,761 (principal) and $1,552 (interest) on the 2023 $277,777 First Fire note. |
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.
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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, 2024 (unaudited) and August 31, 2023
| May 31, | August 31, | |||||||
| 2024 | 2023 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | 1,539,771 | $ | 416,323 | ||||
| Accounts receivable, net | 2,251,528 | 1,467,028 | ||||||
| Inventory, net | 1,112,068 | 1,106,983 | ||||||
| Other receivables, current portion | 1,043,473 | 1,051,584 | ||||||
| Prepaid expenses and other current assets | 214,436 | 346,171 | ||||||
| Total current assets | 6,161,276 | 4,388,089 | ||||||
| Property and equipment, net | 5,157,781 | 5,390,038 | ||||||
| Intangible assets, net | 14,690,038 | 16,218,539 | ||||||
| Right-of-use assets, net | 1,793,907 | 1,983,898 | ||||||
| Goodwill | 7,523,998 | 7,582,483 | ||||||
| TOTAL ASSETS | $ | 35,327,000 | $ | 35,563,047 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | 3,894,602 | $ | 3,513,842 | ||||
| Accrued expenses | 1,332,485 | 1,233,549 | ||||||
| Accrued interest (including amounts to related parties) | 450,795 | 382,666 | ||||||
| Government loans and notes payable, current portion | 93,488 | 277,405 | ||||||
| Convertible notes payable, net of discount of $4,985,381 | 1,224,619 | 558,668 | ||||||
| Derivative liability | 14,048,576 | – | ||||||
| Contingent liability | 45,968 | 61,767 | ||||||
| Debentures, related parties | 909,753 | 916,824 | ||||||
| Due to related parties | 262,295 | 533,001 | ||||||
| Finance lease liability, net of current portion | 4,336 | 11,744 | ||||||
| Operating lease liability, current portion | 409,516 | 415,392 | ||||||
| Total current liabilities | 22,676,433 | 7,904,858 | ||||||
| Government loans and notes payable, net of current portion | 63,572 | 65,038 | ||||||
| Operating lease liability, net of current portion | 1,534,078 | 1,693,577 | ||||||
| Deferred tax liability | 1,389,696 | 1,400,499 | ||||||
| TOTAL LIABILITIES | 25,663,779 | 11,063,972 | ||||||
| Commitments and contingencies | – | – | ||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Novo Integrated Sciences, Inc. | ||||||||
| Convertible preferred stock; $0.001 par value; 1,000,000 shares authorized; Nil shares issued and outstanding at May 31, 2024 and August 31, 2023 |
– | – | ||||||
| Common stock; $0.001 par value; 499,000,000 shares authorized; 19,054,523 and 15,759,325 shares issued and outstanding at May 31, 2024 and August 31, 2023, respectively |
19,055 | 15,760 | ||||||
| Additional paid-in capital | 96,660,608 | 90,973,316 | ||||||
| Common stock to be issued (1,700 and 91,138 shares at May 31, 2024 and August 31, 2023) | 25,500 | 1,217,293 | ||||||
| Other comprehensive (loss) income | 1,452,386 | (357,383 | ) | |||||
| Accumulated deficit | (88,201,415 | ) | (67,033,041 | ) | ||||
| Total Novo Integrated Sciences, Inc. stockholders’ equity | 9,956,134 | 24,815,945 | ||||||
| Noncontrolling interest | (292,913 | ) | (316,870 | ) | ||||
| Total stockholders’ equity | 9,663,221 | 24,499,075 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 35,327,000 | $ | 35,563,047 | ||||
* The condensed consolidated balance sheets’ common stock amounts have been retroactively adjusted to account for the Company’s 1:10 reverse stock split, effective November 7, 2023.
NOVO INTEGRATED SCIENCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
For the Three and Nine Months Ended May 31, 2024 and 2023 (unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| May 31, | May 31, | May 31, | May 31, | |||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||||||
| Revenues | $ | 3,151,851 | $ | 3,292,933 | $ | 10,213,661 | $ | 9,268,722 | ||||||||
| Cost of revenues | 2,254,958 | 1,978,839 | 6,048,664 | 5,244,192 | ||||||||||||
| Gross profit | 896,893 | 1,314,094 | 4,164,997 | 4,024,530 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling expenses | 2,635 | 1,877 | 14,811 | 9,916 | ||||||||||||
| General and administrative expenses | 3,414,461 | 2,742,635 | 11,527,794 | 9,473,802 | ||||||||||||
| Total operating expenses | 3,417,096 | 2,744,512 | 11,542,605 | 9,483,718 | ||||||||||||
| Loss from operations | (2,520,203 | ) | (1,430,418 | ) | (7,377,608 | ) | (5,459,188 | ) | ||||||||
| Non operating income (expense) | ||||||||||||||||
| Interest income | 2,214 | 62,397 | 6,910 | 6,762 | ||||||||||||
| Interest expense | (178,445 | ) | (9,570 | ) | (460,503 | ) | (240,520 | ) | ||||||||
| Other expense | (3,431 | ) | – | (964,368 | ) | – | ||||||||||
| Change in fair value of derivative liability | (6,724,690 | ) | – | (5,765,822 | ) | – | ||||||||||
| Amortization of debt discount | (2,904,830 | ) | (156,037 | ) | (5,095,331 | ) | (4,386,899 | ) | ||||||||
| Exchange currency (loss) gain | (1,406,915 | ) | 48,333 | (1,485,861 | ) | 12,652 | ||||||||||
| Total other expense | (11,216,097 | ) | (54,877 | ) | (13,764,975 | ) | (4,608,005 | ) | ||||||||
| Loss before income taxes | (13,736,300 | ) | (1,485,295 | ) | (21,142,583 | ) | (10,067,193 | ) | ||||||||
| Income tax expense | – | – | – | – | ||||||||||||
| Net loss | $ | (13,736,300 | ) | $ | (1,485,295 | ) | $ | (21,142,583 | ) | $ | (10,067,193 | ) | ||||
| Net income (loss) attributed to noncontrolling interest | 5,603 | 12,035 | 25,791 | (13,095 | ) | |||||||||||
| Net loss attributed to Novo Integrated Sciences, Inc. | $ | (13,741,903 | ) | $ | (1,497,330 | ) | $ | (21,168,374 | ) | $ | (10,054,098 | ) | ||||
| Comprehensive loss: | ||||||||||||||||
| Net loss | (13,736,300 | ) | (1,485,295 | ) | (21,142,583 | ) | (10,067,193 | ) | ||||||||
| Foreign currency translation gain (loss) | 750,067 | (120,357 | ) | 1,809,769 | (738,022 | ) | ||||||||||
| Comprehensive loss: | $ | (12,986,233 | ) | $ | (1,605,652 | ) | $ | (19,332,814 | ) | $ | (10,805,215 | ) | ||||
| Weighted average common shares outstanding - basic and diluted | 18,685,979 | 14,360,058 | 17,688,692 | 8,583,229 | ||||||||||||
| Net loss per common share - basic and diluted | $ | (0.74 | ) | $ | (0.10 | ) | $ | (1.20 | ) | $ | (1.17 | ) | ||||
* The condensed consolidated statements of operations and comprehensive loss’s share and per share amounts have been retroactively adjusted to account for the Company’s 1:10 reverse stock split, effective November 7, 2023.
NOVO INTEGRATED SCIENCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the Three and Nine Months Ended May 31, 2024 and 2023 (unaudited)
| Common Stock | Additional Paid-in |
Common Stock To |
Other Comprehensive |
Accumulated | Total Novo Stockholders’ |
Noncontrolling | Total | |||||||||||||||||||||||||||||
| Shares | Amount | Capital | Be Issued | Income | Deficit | Equity | Interest | Equity | ||||||||||||||||||||||||||||
| Balance, August 31, 2023 | 15,759,325 | $ | 15,760 | $ | 90,973,316 | $ | 1,217,293 | $ | (357,383 | ) | $ | (67,033,041 | ) | $ | 24,815,945 | $ | (316,870 | ) | $ | 24,499,075 | ||||||||||||||||
| Cashless exercise of warrants | 245,802 | 246 | 1,323,152 | – | – | – | 1,323,398 | – | 1,323,398 | |||||||||||||||||||||||||||
| Exercise of warrants for cash | 240,400 | 240 | 240,160 | – | – | – | 240,400 | – | 240,400 | |||||||||||||||||||||||||||
| Share issuance for convertible debt settlement | 519,845 | 520 | 577,002 | – | – | – | 577,522 | – | 577,522 | |||||||||||||||||||||||||||
| Issuance of common stock to be issued | 73,767 | 74 | 1,172,776 | (1,172,850 | ) | – | – | – | – | – | ||||||||||||||||||||||||||
| Common stock issued for services | 424,080 | 424 | 1,194,976 | – | – | – | 1,195,400 | – | 1,195,400 | |||||||||||||||||||||||||||
| Reverse stock split share rounding | 27,973 | 28 | (28 | ) | – | – | – | – | – | – | ||||||||||||||||||||||||||
| Foreign currency translation gain | – | – | – | – | 110,895 | – | 110,895 | (1,919 | ) | 108,976 | ||||||||||||||||||||||||||
| Net loss | – | – | – | – | – | (4,680,343 | ) | (4,680,343 | ) | 19,620 | (4,660,723 | ) | ||||||||||||||||||||||||
| Balance, November 30, 2023 | 17,291,192 | $ | 17,292 | $ | 95,481,354 | $ | 44,443 | $ | (246,488 | ) | $ | (71,713,384 | ) | $ | 23,583,217 | $ | (299,169 | ) | $ | 23,284,048 | ||||||||||||||||
| Share issuance for convertible debt settlement | 457,128 | 457 | 453,616 | – | – | – | 454,073 | – | 454,073 | |||||||||||||||||||||||||||
| Foreign currency translation gain | – | – | – | – | 749,869 | – | 749,869 | 198 | 750,067 | |||||||||||||||||||||||||||
| Fair value of stock options | – | – | 147,656 | – | – | – | 147,656 | – | 147,656 | |||||||||||||||||||||||||||
| Net loss | – | – | – | – | – | (2,746,128 | ) | (2,746,128 | ) | 568 | (2,745,560 | ) | ||||||||||||||||||||||||
| Balance, February 29, 2024 | 17,748,320 | $ | 17,749 | $ | 96,082,626 | $ | 44,443 | $ | 503,381 | $ | (74,459,512 | ) | $ | 22,188,687 | $ | (298,403 | ) | $ | 21,890,284 | |||||||||||||||||
| Share issuance for convertible debt settlement | 1,306,203 | 1,306 | 577,982 | – | – | – | 579,288 | – | 579,288 | |||||||||||||||||||||||||||
| Cancellation of agreement | – | – | – | (18,943 | ) | – | – | (18,943 | ) | – | (18,943 | ) | ||||||||||||||||||||||||
| Foreign currency translation gain | – | – | – | – | 949,005 | – | 949,005 | (113 | ) | 948,892 | ||||||||||||||||||||||||||
| Net loss | – | – | – | – | – | (13,741,903 | ) | (13,741,903 | ) | 5,603 | (13,736,300 | ) | ||||||||||||||||||||||||
| Balance, May 31, 2024 | 19,054,523 | $ | 19,055 | $ | 96,660,608 | $ | 25,500 | $ | 1,452,386 | $ | (88,201,415 | ) | $ | 9,956,134 | $ | (292,913 | ) | $ | 9,663,221 | |||||||||||||||||
| Common Stock | Additional Paid-in |
Common Stock To |
Other Comprehensive |
Accumulated | Total Novo Stockholders’ |
Noncontrolling | Total | |||||||||||||||||||||||||||||
| Shares | Amount | Capital | Be Issued | Income | Deficit | Equity | Interest | Equity | ||||||||||||||||||||||||||||
| Balance, August 31, 2022 | 3,118,063 | $ | 3,118 | $ | 66,084,887 | $ | 9,474,807 | $ | 560,836 | $ | (53,818,489 | ) | $ | 22,305,159 | $ | (257,588 | ) | $ | 22,047,571 | |||||||||||||||||
| Common stock issued for cash, net of offering costs | 400,000 | 400 | 1,794,600 | – | – | – | 1,795,000 | – | 1,795,000 | |||||||||||||||||||||||||||
| Issuance of common stock to be issued | 3,623 | 4 | 92,362 | (92,366 | ) | – | – | – | – | – | ||||||||||||||||||||||||||
| Cashless exercise of warrants | 467,399 | 467 | 1,138,583 | – | – | – | 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 | 3,989,085 | $ | 3,989 | $ | 69,171,319 | $ | 9,382,441 | $ | 143,828 | $ | (57,753,902 | ) | $ | 20,947,675 | $ | (262,885 | ) | $ | 20,684,790 | |||||||||||||||||
| Share issuance for convertible debt settlement | 9,310,940 | 9,311 | 9,076,740 | – | – | – | 9,086,051 | – | 9,086,051 | |||||||||||||||||||||||||||
| Exercise of warrants (Cashless Exercise) | 115,935 | 116 | 282,417 | – | – | – | 282,533 | – | 282,533 | |||||||||||||||||||||||||||
| Exercise of warrants for cash | 131,000 | 131 | 130,869 | – | – | – | 131,000 | – | 131,000 | |||||||||||||||||||||||||||
| Issuance of common stock to be issued | 320,202 | 320 | 8,164,828 | (8,165,148 | ) | – | – | – | – | – | ||||||||||||||||||||||||||
| Shares issued with convertible notes | 95,500 | 96 | 82,868 | – | – | – | 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 | 13,962,662 | 13,963 | 88,446,635 | 1,217,293 | (51,993 | ) | (62,375,257 | ) | 27,250,640 | (287,554 | ) | 26,963,086 | ||||||||||||||||||||||||
| Share issuance for convertible debt settlement | 107,594 | 108 | 100,170 | – | – | – | 100,278 | – | 100,278 | |||||||||||||||||||||||||||
| Exercise of warrants for cash | 320,000 | 320 | 319,680 | – | – | – | 320,000 | – | 320,000 | |||||||||||||||||||||||||||
| Shares issued with convertible notes | 95,500 | 96 | 90,037 | – | – | – | 90,132 | – | 90,132 | |||||||||||||||||||||||||||
| Value of warrants issued with convertible notes | – | – | 93,811 | – | – | – | 93,811 | – | 93,811 | |||||||||||||||||||||||||||
| Beneficial conversion feature upon issuance of 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 | 14,485,756 | $ | 14,486 | $ | 89,379,961 | $ | 1,217,293 | $ | (172,526 | ) | $ | (63,872,587 | ) | $ | 26,566,627 | $ | (275,343 | ) | $ | 26,291,284 | ||||||||||||||||
* The condensed consolidated statements of stockholders’ equity share amounts have been retroactively adjusted to account for the Company’s 1:10 reverse stock split, effective November 7, 2023.
NOVO INTEGRATED SCIENCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended May 31, 2024 and 2023 (unaudited)
| Nine Months Ended | ||||||||
| May 31, | May 31, | |||||||
| 2024 | 2023 | |||||||
| (unaudited) | (unaudited) | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | (21,142,583 | ) | $ | (10,067,193 | ) | ||
| Adjustments for non-cash items: | ||||||||
| Depreciation and amortization | 1,697,317 | 1,718,388 | ||||||
| Fair value of vested stock options | 147,656 | 385,335 | ||||||
| Change in fair value of derivative liability | 5,765,822 | – | ||||||
| Cashless exercise of warrants | 1,323,398 | 1,421,583 | ||||||
| Common stock issued for services | 1,195,400 | – | ||||||
| Operating lease expense | 466,276 | 624,246 | ||||||
| Amortization of debt discount | 5,095,331 | 4,386,899 | ||||||
| Foreign currency transaction losses | 1,485,861 | (12,652 | ) | |||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (797,692 | ) | (308,907 | ) | ||||
| Inventory | (12,548 | ) | (92,260 | ) | ||||
| Prepaid expenses and other current assets | 130,015 | 333,724 | ||||||
| Accounts payable | 408,067 | 154,542 | ||||||
| Accrued expenses | 76,428 | 104,004 | ||||||
| Accrued interest | 103,605 | (67,634 | ) | |||||
| Operating lease liability | (466,276 | ) | (594,618 | ) | ||||
| Net cash used in operating activities | (4,523,923 | ) | (2,014,543 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of property and equipment | (2,005 | ) | (18,870 | ) | ||||
| Net cash used in investing activities | (2,005 | ) | (18,870 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| (Repayments to) proceeds from related parties | (267,756 | ) | (56,649 | ) | ||||
| Proceeds from notes payable | 274 | 222,000 | ||||||
| Repayments of notes payable | (184,125 | ) | – | |||||
| Repayments of finance leases | (7,350 | ) | (6,435 | ) | ||||
| Proceeds from issuance of convertible notes, net | 8,649,153 | 925,306 | ||||||
| Repayment of convertible notes | (3,311,536 | ) | (3,033,888 | ) | ||||
| Proceeds from the sale of common stock, net of offering costs | – | 1,795,000 | ||||||
| Proceeds from exercise of warrants | 240,400 | 451,000 | ||||||
| Net cash provided by financing activities | 5,119,060 | 296,334 | ||||||
| Effect of exchange rate changes on cash and cash equivalents | 530,316 | 22,403 | ||||||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 1,123,448 | (1,714,676 | ) | |||||
| CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 416,323 | 2,178,687 | ||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | 1,539,771 | $ | 464,011 | ||||
| CASH PAID FOR: | ||||||||
| Interest | $ | 190,491 | $ | 343,878 | ||||
| Income taxes | $ | – | $ | – | ||||
| SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Common stock issued for convertible debt settlement | $ | 1,610,883 | $ | 9,186,329 | ||||
| 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 | ||||
The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements.