Novo Integrated Sciences Inc.

07/19/2024 | Press release | Archived content

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."

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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 Novo Integrated Sciences, Inc. for the three months ended May 31, 2024, 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.
[email protected]
(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)

May 31,

May 31,

May 31,

May 31,

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)

Shares

Amount

Capital

Be Issued

Income

Deficit

Equity

Interest

Equity

Additional

Common

Other

Total 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, 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

Additional

Common

Other

Total 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

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

Balance

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

Balance

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)

2024

2023

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