Item 1.01. Entry into Material Definitive Agreement
On
Pursuant to the terms of the Purchase Agreement, the Company has agreed to certain restrictions on future stock offerings, including that during the 45-days after the later of (i) the effective date of the resale registration statement providing for the resale of the shares of common stock issued and issuable upon the exercise of the warrants offered in the concurrent private placement ("resale registration statement") and (ii) the effective date of the shareholder approval of the terms of this registered offering and concurrent private placement ("shareholder approval"), the Company will not issue (or enter into any agreement to issue) any shares of Common Stock or Common Stock equivalents, subject to certain exceptions, and will not file any registration statements. In addition, the Company's executive officers and directors have agreed to a "lock-up" for a period of 45 days after the later of (i) the effective date of the resale registration statement and (ii) the effective date of the shareholder approval, with respect to their shares of Common Stock, including securities that are convertible into, or exchangeable or exercisable for, shares of Common Stock. Subject to certain exceptions, during such lock-up period, the Company's executive officers and directors may not offer, sell, pledge or otherwise dispose of these securities.
In a concurrent private placement, the Company is also selling to the Purchasers
warrants to purchase an aggregate of 4,796,206 shares of Common Stock at an
exercise price per share of
The Warrants and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and are instead being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) under Regulation D promulgated thereunder. The Company has agreed to file a registration statement on Form S-1 to register the resale of the Warrant Shares within 45 days of the date of the offering to obtain effectiveness of such registration statement within 90 days following the closing of the offering.
The Purchasers are "accredited investors" as defined under the Securities Act. The Purchasers, either alone or together with their respective representatives, have enough knowledge and experience to be considered sophisticated investors, have access to the type of information normally provided in a prospectus for a registered securities offering, and have agreed not to resell or distribute the Warrants or the Warrant Shares to the public except pursuant to an effective registration statement under the Securities Act or an exemption thereto.
EF Hutton, division of
The foregoing summaries of the offering, the securities to be issued in connection therewith, the Purchase Agreement, the Placement Agent Agreement and the Warrants do not purport to be complete and are qualified in their entirety by reference to the definitive transaction documents. Copies of the form of Purchase Agreement, the Placement Agent Agreement and the form of Warrant are attached hereto as Exhibits 10.1, 10.2 and 4.1, respectively, and are incorporated herein by reference.
The legal opinion of
This report does not constitute an offer to sell or the solicitation of an offer to buy, and these securities cannot be sold in any state or jurisdiction in which this offer, solicitation, or sale would unlawful prior to registration or qualification under the securities laws of any state or jurisdiction. Any offer will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.
Item 3.02. Unregistered Sales of
Please see the disclosure regarding the Warrants and the Warrant Shares set forth under Item 1.01, which is incorporated by reference into this Item 3.02.
Item 8.01. Other Events
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 4.1 Form of Warrant 5.1 Opinion of Anthony L.G., PLLC. 10.1 Form of Securities Purchase Agreement. 10.2 Placement Agent Agreement. 23.1 Consent of Anthony L.G., PLLC (included in Exhibit 5.1) 99.1 Press release issued by Novo Integrated Sciences, Inc., dated January 27, 2023. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded with the Inline XBRL document
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