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 providing services and product innovation, today reported its financial results for the fiscal year ended August 31, 2023.
Robert Mattacchione, the Company's CEO and Board Chairman, stated, "The 2023 fiscal year emphasized maximizing efficiencies pointed toward future cost savings and margin stability. The Company remains committed to the commercialization of its proprietary product offerings and the expansion and delivery of its essential services and solutions to the rapidly evolving fundamental transformation of how non-catastrophic healthcare is delivered both now and in the future. Specific to increasing the Company's cash position, management is primarily focused on raising capital through non-dilutive structures and solutions."
Financial Info for the Fiscal Year Ended August 31, 2023:
- As of August 31, 2023, the Company's cash and cash equivalents were $416.3 thousand, total assets were $35.56 million, total liabilities were $11.06 million, and stockholders' equity was $24.81 million.
- Revenues for the year ended August 31, 2023 were $12,572,019, representing an increase of $834,082, or 7%, from $11,737,937 for the same period in 2022. The increase in revenue is principally due to an increase in product sales. Acenzia's and Terragenx's revenue for the year ended August 31, 2023 was $3,817,346 and $53,751, respectively. Revenue from our healthcare services decreased by 2%, when comparing the revenue for the year ended August 31, 2023 to the same period in 2022.
- Operating costs for the year ended August 31, 2023 were $13,505,877, representing a decrease of $16,320,038, or 55%, from $29,825,915 for the same period in 2022. The decrease in operating costs is principally due to (i) the decrease in overhead expenses associated with the operations of Acenzia, PRO-DIP, and Terragenx, and (ii) no further impairment of intangible assets and goodwill being recognized in the year ended August 31, 2023.
- Net loss attributed to Novo Integrated Sciences for the year ended August 31, 2023 was $13,214,552, representing a decrease of $19,634,663, or 60%, from $32,849,215 for the same period in 2022. The decrease in net loss was principally due to (i) a decrease in overhead expenses associated with the operations of Acenzia, PRO-DIP, and Terragenx which was approximately $4,902,925 for the year ended August 31, 2023, (ii) a decrease in interest expenses, and (iii) no further impairment of intangible assets and goodwill being recognized in the year ended August 31, 2023.
- On December 14, 2021, the Company issued two senior secured convertible notes payable for a total of $16,666,666 (the "$16.66m Notes"), with each note having a face amount of $8,333,333. During the year ended August 31, 2023, the Company made (i) cash payments in the aggregate amount of $3,001,442, principal and interest, and (ii) an aggregate of $8,429,225 in principal and interest was converted into 8,527,835 shares of common stock issued to the $16.66m Note holders.
Operational Milestones for the Fiscal Year Ended August 31, 2023:
- The Company and Farm 7 Group Inc., a Canada corporation ("F7"), entered into a joint venture agreement (the "JV Agreement") relating to the development, administration, and arrangement of structured financing for the implementation and commencement of the Kenya Agricultural Cooperative Project, a Kenya centric agricultural project with finalized and executed uptake contracts for food-based agricultural goods on up to 9 million hectares with potential revenue up to $350,000,000. The JV Agreement, which has an initial term of 30 years, provides for the annual distribution of the net profits 75% to F7 and 25% to Novo.
- IoNovo Iodine and IoNovo for Kids Pure Iodine oral sprays granted a registration number and received regulatory approval by Turkey's Ministry of Health as a dietary supplement determined to be safe, effective, of high quality, and eligible for sale in Turkey.
- The Company received court approval from the United States District Court for the Central District of California for the Purchase and Sale Agreement which provides for the Company to acquire a certain collection of 43 gemstones, 42 of which are certified by the Gemological Institute of America, known as the "Ophir Collection", for $60,000,000.
- The Company entered into a Master Collaboration Agreement with Psychocare Health Pvt. Ltd. India ("PCHPL"), commencing a strategic initiative to introduce new products and state-of-the-art healthcare technologies to the Indian market, with plans to extend healthcare related products to the North American market, providing Novo with access to PCHPL's over 500 India based franchisee distributors, and providing Novo with an opportunity to integrate into PCHPL's supply chain. This strategic move is expected to optimize manufacturing processes and enhance market access for Novo brands and products.
Corporate Highlights:
- Subsequent to the fiscal year end, Nasdaq informed the Company that it has regained compliance with the minimum bid price requirement as set forth under Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market.
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 . For more information on NHL, please visit www.novohealthnet.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. CONSOLIDATED BALANCE SHEETS As of August 31, 2023 and 2022 | ||||||||
August 31, | August 31, | |||||||
2023 | 2022 | |||||||
ASSETS | ||||||||
Current Assets: | ||||||||
Cash and cash equivalents | $ | 416,323 | $ | 2,178,687 | ||||
Accounts receivable, net | 1,467,028 | 1,017,405 | ||||||
Inventory, net | 1,106,983 | 879,033 | ||||||
Other receivables | 1,051,584 | 1,085,335 | ||||||
Prepaid expenses and other current assets | 346,171 | 571,335 | ||||||
Total current assets | 4,388,089 | 5,731,795 | ||||||
Property and equipment, net | 5,390,038 | 5,800,648 | ||||||
Intangible assets, net | 16,218,539 | 18,840,619 | ||||||
Right-of-use assets, net | 1,983,898 | 2,673,934 | ||||||
Goodwill | 7,582,483 | 7,825,844 | ||||||
TOTAL ASSETS | $ | 35,563,047 | $ | 40,872,840 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
Current Liabilities: | ||||||||
Accounts payable | $ | 3,513,842 | $ | 1,800,268 | ||||
Accrued expenses | 1,233,549 | 1,116,125 | ||||||
Accrued interest (including amounts to related parties) | 382,666 | 454,189 | ||||||
Government loans and notes payable, current portion | 277,405 | - | ||||||
Convertible notes payable, net of discount of $459,332 | 558,668 | 9,099,654 | ||||||
Contingent liability | 61,767 | 534,595 | ||||||
Debentures, related parties, current portion | 916,824 | - | ||||||
Due to related parties | 533,001 | 478,897 | ||||||
Finance lease liability, current portion | 11,744 | 8,890 | ||||||
Operating lease liability, current portion | 415,392 | 582,088 | ||||||
Total current liabilities | 7,904,858 | 14,074,706 | ||||||
Debentures, related parties, net of current portion | - | 946,250 | ||||||
Government loans and notes payable, net of current portion | 65,038 | 161,460 | ||||||
Finance lease liability, net of current portion | - | 12,076 | ||||||
Operating lease liability, net of current portion | 1,693,577 | 2,185,329 | ||||||
Deferred tax liability | 1,400,499 | 1,445,448 | ||||||
TOTAL LIABILITIES | 11,063,972 | 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 August 31, 2023 and August 31, 2022, respectively | - | - | ||||||
Common stock; $0.001 par value; 499,000,000 shares authorized; 15,759,325 and 3,118,063 shares issued and outstanding at August 31, 2023 and August 31, 2022, respectively | 15,760 | 3,118 | ||||||
Additional paid-in capital | 90,973,316 | 66,084,887 | ||||||
Common stock to be issued (91,138 and 414,965 shares at August 31, 2023 and August 31, 2022) | 1,217,293 | 9,474,807 | ||||||
Other comprehensive (loss) income | (357,383 | ) | 560,836 | |||||
Accumulated deficit | (67,033,041 | ) | (53,818,489 | ) | ||||
Total Novo Integrated Sciences, Inc. stockholders' equity | 24,815,945 | 22,305,159 | ||||||
Noncontrolling interest | (316,870 | ) | (257,588 | ) | ||||
Total stockholders' equity | 24,499,075 | 22,047,571 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 35,563,047 | $ | 40,872,840 | ||||
* The consolidated balance sheets' common stock 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. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS For the Years Ended August 31, 2023 and 2022 | ||||||||
Years Ended | ||||||||
August 31, | August 31, | |||||||
2023 | 2022 | |||||||
Revenues | $ | 12,572,019 | $ | 11,737,937 | ||||
Cost of revenues | 7,619,304 | 6,938,699 | ||||||
Gross profit | 4,952,715 | 4,799,238 | ||||||
Operating expenses: | ||||||||
Selling expenses | 15,149 | 20,702 | ||||||
General and administrative expenses | 13,490,728 | 14,364,639 | ||||||
Impairment of assets | - | 14,083,531 | ||||||
Goodwill impairment | - | 1,357,043 | ||||||
Total operating expenses | 13,505,877 | 29,825,915 | ||||||
Loss from operations | (8,553,162 | ) | (25,026,677 | ) | ||||
Non-operating income (expense) | ||||||||
Interest income | 9,027 | 169,088 | ||||||
Interest expense | (360,571 | ) | (1,594,275 | ) | ||||
Other income | 607,589 | - | ||||||
Amortization of debt discount | (4,757,121 | ) | (5,973,973 | ) | ||||
Foreign currency transaction losses | (215,206 | ) | (641,643 | ) | ||||
Total other income (expense) | (4,716,282 | ) | (8,040,803 | ) | ||||
Loss before income taxes | (13,269,444 | ) | (33,067,480 | ) | ||||
Income tax expense (recovery) | - | (22,302 | ) | |||||
Net loss | $ | (13,269,444 | ) | $ | (33,045,178 | ) | ||
Net loss attributed to noncontrolling interest | (54,892 | ) | (195,963 | ) | ||||
Net loss attributed to Novo Integrated Sciences, Inc. | $ | (13,214,552 | ) | $ | (32,849,215 | ) | ||
Comprehensive loss: | ||||||||
Net loss | (13,269,444 | ) | (33,045,178 | ) | ||||
Foreign currency translation loss | (922,609 | ) | (431,605 | ) | ||||
Comprehensive loss: | $ | (14,192,053 | ) | $ | (33,476,783 | ) | ||
Weighted average common shares outstanding - basic and diluted | 10,165,548 | 2,913,263 | ||||||
Net loss per common share - basic and diluted | $ | (1.30 | ) | $ | (11.28 | ) | ||
* The 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. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY For the Years Ended August 31, 2023 and 2022 | ||||||||||||||||||||||||||||||||||||
Common Stock | Additional Paid-in | Common Stock To | Other Comprehensive | Accumulated | Total Novo Stockholders' | Noncontrolling | ||||||||||||||||||||||||||||||
Shares | Amount | Capital | Be Issued | Income | Deficit | Equity | Interest | Total Equity | ||||||||||||||||||||||||||||
Balance, August 31, 2021 | 2,661,014 | $ | 2,661 | $ | 54,603,345 | $ | 9,236,607 | $ | 991,077 | $ | (20,969,274 | ) | $ | 43,864,416 | $ | (60,261 | ) | $ | 43,804,155 | |||||||||||||||||
Common stock for services | 75,000 | 75 | 1,329,675 | - | - | - | 1,329,750 | - | 1,329,750 | |||||||||||||||||||||||||||
Common stock issued as collateral and held in escrow | 200,000 | 200 | (200 | ) | - | - | - | - | - | - | ||||||||||||||||||||||||||
Common stock for conversion of convertible notes | 63,653 | 64 | 1,272,930 | - | - | - | 1,272,994 | - | 1,272,994 | |||||||||||||||||||||||||||
Common stock issued for acquisitions | 80,000 | 80 | 1,703,920 | - | - | - | 1,704,000 | - | 1,704,000 | |||||||||||||||||||||||||||
Common stock to be issued for acquisitions | - | - | - | 1,433,475 | - | - | 1,433,475 | - | 1,433,475 | |||||||||||||||||||||||||||
Value of warrants issued with convertible notes | - | - | 5,553,290 | - | - | - | 5,553,290 | - | 5,553,290 | |||||||||||||||||||||||||||
Issuance of common stock to be issued | 38,396 | 38 | 1,195,237 | (1,195,275 | ) | - | - | - | - | - | ||||||||||||||||||||||||||
Fair value of stock options | - | - | 426,690 | - | - | - | 426,690 | - | 426,690 | |||||||||||||||||||||||||||
Foreign currency translation loss | - | - | - | - | (430,241 | ) | - | (430,241 | ) | (1,364 | ) | (431,605 | ) | |||||||||||||||||||||||
Net loss | - | - | - | - | - | (32,849,215 | ) | (32,849,215 | ) | (195,963 | ) | (33,045,178 | ) | |||||||||||||||||||||||
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 | |||||||||||||||||
Units issued for cash, net of offering costs | 400,000 | 400 | 1,794,600 | - | - | - | 1,795,000 | - | 1,795,000 | |||||||||||||||||||||||||||
Cashless exercise of warrants | 583,334 | 583 | 1,421,000 | - | - | - | 1,421,583 | - | 1,421,583 | |||||||||||||||||||||||||||
Share issuance for convertible debt settlement | 10,177,834 | 10,178 | 9,957,962 | - | - | - | 9,968,140 | - | 9,968,140 | |||||||||||||||||||||||||||
Exercise of warrants for cash | 532,600 | 533 | 532,067 | - | - | - | 532,600 | - | 532,600 | |||||||||||||||||||||||||||
Shares issued with convertible notes | 265,167 | 265 | 247,622 | - | - | - | 247,887 | - | 247,887 | |||||||||||||||||||||||||||
Value of warrants issued with convertible notes | - | - | 257,994 | - | - | - | 257,994 | - | 257,994 | |||||||||||||||||||||||||||
Beneficial conversion feature upon issuance on convertible debt | - | - | 164,046 | - | - | - | 164,046 | - | 164,046 | |||||||||||||||||||||||||||
Extinguishment of derivative liability due to conversion | - | - | 1,390,380 | - | - | - | 1,390,380 | - | 1,390,380 | |||||||||||||||||||||||||||
Common stock for services | 358,500 | 359 | 480,233 | - | - | - | 480,592 | - | 480,592 | |||||||||||||||||||||||||||
Issuance of common stock to be issued | 323,827 | 324 | 8,257,190 | (8,257,514 | ) | - | - | - | - | - | ||||||||||||||||||||||||||
Fair value of stock options | - | - | 385,335 | - | - | - | 385,335 | - | 385,335 | |||||||||||||||||||||||||||
Foreign currency translation loss | - | - | - | - | (918,219 | ) | - | (918,219 | ) | (4,390 | ) | (922,609 | ) | |||||||||||||||||||||||
Net loss | - | - | - | - | - | (13,214,552 | ) | (13,214,552 | ) | (54,892 | ) | (13,269,444 | ) | |||||||||||||||||||||||
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 | ||||||||||||||||
* The consolidated statements of stockholder's 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. CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended August 31, 2023 and 2022 | ||||||||
Years Ended | ||||||||
August 31, | August 31, | |||||||
2023 | 2022 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net loss | $ | (13,269,444 | ) | $ | (33,045,178 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation and amortization | 2,302,754 | 3,019,253 | ||||||
Fair value of vested stock options | 385,335 | 426,690 | ||||||
Financing costs for debt extension | 1,421,583 | - | ||||||
Default payment and interest paid through common share issuance | 205,349 | - | ||||||
Common stock issued for services | 480,592 | 1,329,750 | ||||||
Operating lease expense | 797,515 | 852,580 | ||||||
Amortization of debt discount | 4,757,121 | 5,973,973 | ||||||
Foreign currency transaction losses | 215,206 | 641,643 | ||||||
Impairment of assets | - | 14,083,531 | ||||||
Other receivables write-off | - | 299,672 | ||||||
Goodwill impairment | - | 1,357,043 | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | (597,191 | ) | 457,006 | |||||
Inventory | (255,781 | ) | (527,397 | ) | ||||
Prepaid expenses and other current assets | 210,382 | (369,647 | ) | |||||
Accounts payable | 1,770,589 | 283,234 | ||||||
Accrued expenses | 153,598 | 38,743 | ||||||
Accrued interest | (58,066 | ) | 101,353 | |||||
Operating lease liability | (762,852 | ) | (806,394 | ) | ||||
Net cash used in operating activities | (2,243,315 | ) | (5,884,145 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Purchase of property and equipment | (49,224 | ) | (190,168 | ) | ||||
Cash acquired with acquisition | - | 57,489 | ||||||
Collection of other receivable | - | 296,138 | ||||||
Net cash (used in) provided by investing activities | (49,224 | ) | 163,459 | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Receipts from related parties | 7,206 | 16,600 | ||||||
Proceeds from notes payable | 222,780 | - | ||||||
Repayments of notes payable | (37,130 | ) | (10,591,115 | ) | ||||
Repayments of finance leases | (8,611 | ) | (18,435 | ) | ||||
Proceeds from issuance of convertible notes | 1,285,903 | 15,270,000 | ||||||
Repayment of convertible notes | (3,033,888 | ) | (5,104,167 | ) | ||||
Proceeds from the sale of common stock, net of offering costs | 1,795,000 | - | ||||||
Proceeds from exercise of warrants | 532,600 | - | ||||||
Net cash provided by (used in) financing activities | 763,860 | (427,117 | ) | |||||
Effect of exchange rate changes on cash and cash equivalents | (233,685 | ) | 33,328 | |||||
NET DECREASE IN CASH AND CASH EQUIVALENTS | (1,762,364 | ) | (6,114,475 | ) | ||||
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 2,178,687 | 8,293,162 | ||||||
CASH AND CASH EQUIVALENTS, END OF YEAR | $ | 416,323 | $ | 2,178,687 | ||||
CASH PAID FOR: | ||||||||
Interest | $ | 432,094 | $ | 1,502,819 | ||||
Income taxes | $ | - | $ | - | ||||
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
Common stock issued for convertible debt | $ | 9,968,140 | $ | 1,272,994 | ||||
Common stock issued for acquisition | $ | - | $ | 1,704,000 | ||||
Warrants issued with convertible notes | $ | 257,994 | $ | 5,553,290 | ||||
Beneficial conversion feature upon issuance of convertible notes | $ | 164,046 | $ | - | ||||
Debt discount recognized on derivative liability | $ | 1,390,380 | $ | - | ||||
Extinguishment of derivative liability due to conversion | $ | 1,390,380 | $ | - | ||||
Debt discount recognized on convertible note | $ | 975,024 | $ | - | ||||
Common stock issued with convertible notes | $ | 247,887 | $ | - | ||||
Contacts
Chris David, COO-President
Novo Integrated Sciences, Inc.
chris.david@novointegrated.com
(888) 512-1195
