BELLEVUE, Wash.--(BUSINESS WIRE)--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 fiscal quarter ended February 28, 2023.
Robert Mattacchione, Novo's CEO and Board Chairman, stated, "During the fiscal year 2023 second quarter period, the Company paid a total of $9,086,050 to certain note holders upon conversion of their notes. Additionally, 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 February 28, 2023:
- Cash and cash equivalents were $609,738, total assets were $36.5 million, total liabilities were $9.5 million, and stockholders' equity was $27.2 million.
- Revenues were $2,556,509, representing a decrease of $312,714, or 11%, from $2,869,223 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 February 28, 2023 was $458,920 and $32,167, respectively. Revenue from our healthcare services increased by 9% when comparing the revenue for the three months ended February 28, 2022.
- Operating costs were $2,757,713, representing a decrease of $579,317, or 17%, from $3,337,030 for the same period in 2022. The decrease in operating costs is principally due to the decrease in overhead expenses and depreciation and amortization.
- Net loss attributed to Novo Integrated Sciences, Inc. for the three months ended February 28, 2023 was $4,621,355, representing a decrease of $183,812, or 4%, from $4,805,167 for the same period in 2022. The decrease in net loss is principally due to the decrease in operating expenses.
- On February 23, 2023, the Company issued a $573,000 promissory note (12% per annum interest rate) and completed the related Securities Purchase Agreement with Mast Hill Fund, L.P. for gross proceeds of $515,700. The Company granted 5-year warrants with an exercise price of $0.25 per share and issued 955,000 restricted shares to Mast Hill Fund, L.P.
- 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.
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.
NOVO INTEGRATED SCIENCES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS As of February 28, 2023 (unaudited) and August 31, 2022 | ||||||||
February 28, | August 31, | |||||||
2023 | 2022 | |||||||
(unaudited) | ||||||||
ASSETS | ||||||||
Current Assets: | ||||||||
Cash and cash equivalents | $ | 609,738 | $ | 2,178,687 | ||||
Accounts receivable, net | 923,556 | 1,017,405 | ||||||
Inventory, net | 925,107 | 879,033 | ||||||
Other receivables | 1,045,619 | 1,085,335 | ||||||
Prepaid expenses and other current assets | 546,604 | 571,335 | ||||||
Total current assets | 4,050,624 | 5,731,795 | ||||||
Property and equipment, net | 5,449,163 | 5,800,648 | ||||||
Intangible assets, net | 17,199,620 | 18,840,619 | ||||||
Right-of-use assets, net | 2,250,442 | 2,673,934 | ||||||
Goodwill | 7,539,469 | 7,825,844 | ||||||
TOTAL ASSETS | $ | 36,489,318 | $ | 40,872,840 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
Current Liabilities: | ||||||||
Accounts payable | $ | 2,040,073 | $ | 1,800,268 | ||||
Accrued expenses | 1,222,832 | 1,116,125 | ||||||
Accrued interest (including amounts to related parties) | 469,308 | 454,189 | ||||||
Government loans and notes payable, current portion | 92,050 | - | ||||||
Convertible notes payable, net of discount of $307,623 | 421,489 | 9,099,654 | ||||||
Contingent liability | 62,388 | 534,595 | ||||||
Due to related parties | 468,749 | 478,897 | ||||||
Debentures, related parties, current portion | 911,623 | - | ||||||
Finance lease liability, current portion | 15,938 | 8,890 | ||||||
Operating lease liability, current portion | 473,628 | 582,088 | ||||||
Total current liabilities | 6,178,078 | 14,074,706 | ||||||
Debentures, related parties, net of current portion | - | 946,250 | ||||||
Government loans and notes payable, net of current portion | 64,977 | 161,460 | ||||||
Finance lease liability, net of current portion | - | 12,076 | ||||||
Operating lease liability, net of current portion | 1,890,624 | 2,185,329 | ||||||
Deferred tax liability | 1,392,553 | 1,445,448 | ||||||
TOTAL LIABILITIES | 9,526,232 | 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 February 28, 2023 and August 31, 2022, respectively | - | - | ||||||
Common stock; $0.001 par value; 499,000,000 shares authorized; 139,626,576 and 31,180,603 shares issued and outstanding at February 28, 2023 and August 31, 2022, respectively | 139,626 | 31,181 | ||||||
Additional paid-in capital | 88,320,971 |
| 66,056,824 | |||||
Common stock to be issued (911,392 and 4,149,633 shares at February 28, 2023 and August 31, 2022) | 1,217,293 | 9,474,807 | ||||||
Other comprehensive (loss) income | (51,993 | ) | 560,836 | |||||
Accumulated deficit | (62,375,257 | ) | (53,818,489 | ) | ||||
Total Novo Integrated Sciences, Inc. stockholders' equity | 27,250,640 | 22,305,159 | ||||||
Noncontrolling interest | (287,554 | ) | (257,588 | ) | ||||
Total stockholders' equity | 26,963,086 | 22,047,571 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 36,489,318 | $ | 40,872,840 | ||||
NOVO INTEGRATED SCIENCES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS For the Three and Six Months Ended February 28, 2023 and 2022 (unaudited) | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
February 28, | February 28, | February 28, | February 28, | |||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
(unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||||||
Revenues | $ | 2,556,509 | $ |
2,869,223 | $ | 5,975,789 | $ | 6,031,150 | ||||||||
Cost of revenues | 1,585,606 | 1,652,869 | 3,265,353 | 3,548,330 | ||||||||||||
Gross profit | 970,903 | 1,216,354 | 2,710,436 | 2,482,820 | ||||||||||||
Operating expenses: | ||||||||||||||||
Selling expenses | 707 | 26,370 | 8,039 | 26,538 | ||||||||||||
General and administrative expenses | 2,757,006 | 3,310,660 | 6,731,167 | 5,940,617 | ||||||||||||
Total operating expenses | 2,757,713 | 3,337,030 | 6,739,206 | 5,967,155 | ||||||||||||
Loss from operations | (1,786,810 | ) | (2,120,676 | ) | (4,028,770 | ) | (3,484,335 | ) | ||||||||
Non-operating income (expense) | ||||||||||||||||
Interest income | 2,243 | 8,490 | 4,524 | 16,878 | ||||||||||||
Interest expense | (123,866 | ) | (1,226,182 | ) | (291,109 | ) | (1,294,912 | ) | ||||||||
Amortization of debt discount | (2,740,349 | ) | (1,463,022 | ) | (4,230,862 | ) | (1,520,862 | ) | ||||||||
Foreign currency transaction gain (loss) | 3,620 | (66,814 | ) | (35,681 | ) | (401,368 | ) | |||||||||
Total other income (expense) | (2,858,352 | ) | (2,747,528 | ) | (4,553,128 | ) | (3,200,264 | ) | ||||||||
Loss before income taxes | (4,645,162 | ) | (4,868,204 | ) | (8,581,898 | ) | (6,684,599 | ) | ||||||||
Income tax expense | - | - | - | - | ||||||||||||
Net loss | $ | (4,645,162 | ) | $ | (4,868,204 | ) | $ | (8,581,898 | ) | $ | (6,684,599 | ) | ||||
Net loss attributed to noncontrolling interest | (23,807 | ) | (63,037 | ) | (25,130 | ) | (72,845 | ) | ||||||||
Net loss attributed to Novo Integrated Sciences, Inc. | (4,621,355 | ) | $ | (4,805,167 | ) | (8,556,768 | ) | $ | (6,611,754 | ) | ||||||
Comprehensive loss: | ||||||||||||||||
Net loss | (4,645,162 | ) | (4,868,204 | ) | (8,581,898 | ) | (6,684,599 | ) | ||||||||
Foreign currency translation (loss) gain | (196,683 | ) | 115,093 | (617,665 | ) | 10,705 | ||||||||||
Comprehensive loss: | $ | (4,841,845 | ) | $ | (4,753,111 | ) | $ | (9,199,563 | ) | $ | (6,673,894 | ) | ||||
Weighted average common shares outstanding - basic and diluted | 79,334,919 | 28,740,700 | 56,469,365 | 27,827,686 | ||||||||||||
Net loss per common share - basic and diluted | $ | (0.06 | ) | $ | (0.17 | ) | $ | (0.15 | ) | $ | (0.24 | ) | ||||
NOVO INTEGRATED SCIENCES, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY For the Three and Six Months Ended February 28, 2023 and 2022 (unaudited) | ||||||||||||||||||||||||||||||||
Additional | Common | Other | Novo | |||||||||||||||||||||||||||||
Common Stock | Paid-in | Stock To | Comprehensive | Accumulated | 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 | ) | |||||||||||
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 | |||||||||||||
NOVO INTEGRATED SCIENCES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Six Months Ended February 28, 2023 and 2022 (unaudited) | ||||||||
Six Months Ended | ||||||||
February 28, | February 28, | |||||||
2023 | 2022 | |||||||
(unaudited) | (unaudited) | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net loss | $ | (8,581,898 | ) | $ | (6,684,599 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation and amortization | 1,138,797 | 1,467,837 | ||||||
Fair value of vested stock options | 121,774 | 198,562 | ||||||
Common stock issued for services | - | 362,750 | ||||||
Financing costs for debt extension | 1,421,583 | - | ||||||
Operating lease expense | 419,256 | 289,626 | ||||||
Amortization of debt discount | 4,230,862 | 1,520,862 | ||||||
Foreign currency transaction losses | 35,681 | 401,368 | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | 57,936 | 213,125 | ||||||
Inventory | (78,898 | ) | 46,135 | |||||
Prepaid expenses and other current assets | 6,143 | (285,444 | ) | |||||
Accounts payable | 299,881 | (422,847 | ) | |||||
Accrued expenses | 148,918 | (111,479 | ) | |||||
Accrued interest | 28,226 | 277,075 | ||||||
Operating lease liability | (405,082 | ) | (282,703 | ) | ||||
Net cash used in operating activities | (1,156,821 | ) | (3,009,732 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Purchase of property and equipment | - | (192,536 | ) | |||||
Cash acquired with acquisition | - | 29,291 | ||||||
Net cash used in investing activities | - | (163,245 | ) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Proceeds from (repayments to) related parties | 6,138 | (4,350 | ) | |||||
Repayments of finance leases | (4,299 | ) | (10,934 | ) | ||||
Repayments of notes payable | - | (4,415,000 | ) | |||||
Proceeds from the sale of common stock, net of offering costs | 1,795,000 | - | ||||||
Proceeds from exercise of warrants | 131,000 | - | ||||||
Repayment of convertible notes | (2,977,778 | ) | - | |||||
Proceeds from issuance of convertible notes, net | 445,235 | 15,270,000 | ||||||
Net cash (used in) provided by financing activities | (604,704 | ) | 10,839,716 | |||||
| ||||||||
Effect of exchange rate changes on cash and cash equivalents | 192,576 | (15,904 | ) | |||||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (1,568,949 | ) | 7,650,835 | |||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 2,178,687 | 8,293,162 | ||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | 609,738 | $ | 15,943,997 | ||||
CASH PAID FOR: | ||||||||
Interest | $ | 275,990 | $ | 1,294,912 | ||||
Income taxes | $ | - | $ | - | ||||
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
Common stock issued for convertible debt settlement | $ | 9,086,051 | $ | - | ||||
Common stock to be issued for intangible assets | $ | - | $ | 188,925 | ||||
Common stock to be issued for acquisition | $ | - | $ | 983,925 | ||||
Debt discount recognized on derivative liability | $ | 1,390,380 | $ | - | ||||
Debt discount recognized on convertible note | $ | 297,055 | $ | - | ||||
Extinguishment of derivative liability due to conversion | $ | 1,390,380 | $ | - | ||||
Common stock issued with convertible notes | $ | 82,963 | $ | - | ||||
Warrants issued with convertible notes | $ | 86,327 | $ | - | ||||
Contacts
Chris David, COO-President
Novo Integrated Sciences, Inc.
chris.david@novointegrated.com
(888) 512-1195
