Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 6, 2020, Novo Integrated Sciences, Inc. (the "Company") entered into
an employment agreement (the "Employment Agreement") with Christopher David, the
Company's President and a member of the board of directors, effective August 5,
2020.
Pursuant to the terms of the Employment Agreement, Mr. David agreed to serve as
the Company's President. In consideration thereof, the Company agreed to pay Mr.
David a monthly salary of $8,000. In addition, the Company agreed to grant Mr.
David an option to purchase 5,750,000 shares of the Company's common stock at an
exercise price of $0.30 per share. The option will vest fully on the date of
grant and expire on August 6, 2025. Such option was granted to Mr. David on
August 6, 2020 pursuant to that certain Option Agreement #32, a copy of which is
filed as Exhibit 10.2 to this current report on Form 8-K and is incorporated
herein by reference.
The Employment Agreement terminates either (i) upon the effective date that the
Company's common stock is uplisted to a national exchange (NASDAQ or NYSE); or
(ii) upon the effective date the Company's current Chief Executive Officer,
Robert Mattacchione, is no longer the Company's Chief Executive Officer. In
addition, the Company may terminate Mr. David at any time, with or without Cause
(as hereinafter defined); provided, however, that if the Company terminates Mr.
David without Cause, the option granted in referenced in the Employment
Agreement will be deemed granted and fully vested and is not subject to
revocation or return. "Cause" means Mr. David must have (i) been willful, gross
or persistent in his inattention to his duties or he committed acts which
constitute willful or gross misconduct and, after written notice of the same,
has been given the opportunity to cure the same within 30 days after such
notice, or (ii) been found guilty of having committed actual fraud against the
Company.
The foregoing description of the Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Employment Agreement, a copy of which is filed as Exhibit 10.1 to this current
report on Form 8-K and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On August 11, 2020, the Company issued a press release announcing that it has
engaged Maxim Group LLC as its financial advisor to assist the Company in
articulating its growth strategy to the investment community and with its
aspiration to uplist to a national exchange. The timing/viability of any uplist
process will be dependent on a multitude of factors, including but not limited
to: (i) the Company's future gross and net revenues, (ii) its future market
capitalization and (iii) overall market conditions in the future.
A copy of this press release is attached hereto as Exhibit 99.1 and incorporated
herein by reference. The information contained in the websites is not a part of
this Current Report on Form 8-K.
The information included in Item 7.01 to this Current Report on Form 8-K,
including Exhibit 99.1, shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section, nor shall such
information be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing. The information set
forth under this Item 7.01 shall not be deemed an admission as to the
materiality of any information in this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Employment Agreement dated August 6, 2020 between the registrant
and Christopher David.
10.2 Option Agreement #32 dated August 6, 2020.
99.1 Press release of the registrant dated August 11, 2020.
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