UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest reported): November 2022, 2024

Novo Integrated Sciences, Inc.

(Exact name of registrant as specified in its charter)

Nevada	001-40089	59-3691650
(State or other jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification Number)

11120 NE 2nd Street, Suite 100, Bellevue, WA 98004

(Address of principal executive offices)

(206) 617-9797

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.)

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☒☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CF$ 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on which Registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 85.0107. ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

InOn ~~connection~~November ~~with~~22, ~~the~~2024, ~~upcoming~~Novo ~~annual~~Integrated ~~meeting~~Sciences, ofInc. ~~stockholders~~ (the “~~Annual Meeting~~Company”) ofheld ~~Novo~~its ~~Integrated~~2024 ~~Sciences,~~virtual ~~Inc.~~annual meeting of stockholders (the “~~Company~~Annual Meeting”) to bevote ~~held~~on ~~virtually~~the onthree ~~November~~matters ~~22,~~listed ~~2024~~below at(referred ~~1:00~~to ~~p.m.~~as ~~Eastern~~Proposals ~~time~~1, ~~the~~3 ~~Company~~and ~~filed~~4, ~~its~~respectively, in the Company’s definitive proxy statement on ~~Schedule~~mailed ~~14A~~to ~~(the~~stockholders ~~“Proxy~~and ~~Statement”)~~filed with the Securities and Exchange Commission ~~(the “SEC”)~~ on October 17, 2024, ~~and~~as ~~mailed~~supplemented). As previously disclosed, the ~~proxy~~Company ~~materials~~withdrew toProposal ~~its~~2 ~~stockholders.~~(approval Inof ~~addition,~~the potential issuance of shares of the Company’s ~~supplemented~~common stock ~~its~~in ~~Proxy~~excess ~~Statement~~of ~~through~~19.99% of the ~~filing with~~Company’s ~~the~~outstanding ~~SEC~~common ofstock apursuant ~~Current~~to ~~Report~~listing onrules ~~Form~~of ~~8-K~~the onNasdaq ~~November~~Capital 14Market, ~~2024~~as described (in the ~~“November~~proxy ~~14th Supplement”~~statement) from consideration at the Annual Meeting. Accordingly, no voting results are provided with regard to Proposal 2.

AsElection ~~a result~~ of ~~the~~Directors ~~delisting, effective at the open of trading on November 6, 2024, of the Company’s common stock from the Nasdaq Capital Market, the Company is hereby withdrawing~~ (Proposal 2—Approval of the potential issuance of shares of the Company’s common stock in excess of 19.99% of the Company’s outstanding common stock pursuant to listing rules of the Nasdaq Capital Market, as described in the Proxy Statement, as supplemented by the November 14th Supplement (the “Supplemented Proxy Statement”1)~~, from consideration at the Annual Meeting.~~

~~The~~Three of the five nominees (Robert Mattacchione, Christopher David and Sarfaraz Ali) were elected to the Company’s Board of Directors, in ~~unanimously~~accordance ~~recommends~~with ~~that~~the voting results listed below, to serve for a term of one year, until the next annual meeting of stockholders ~~vote~~and until intheir ~~favor~~successors have been duly elected and have qualified. Two of the ~~following~~five ~~proposals~~nominees at(Alex Flesias and Michael Pope) were not elected, in accordance with the ~~upcoming~~voting results listed below. Mr. Flesias and Mr. Pope will continue to serve as members of the Board of Directors ~~Annual~~until ~~Meeting:~~successors are duly elected and qualified.

● Election of five directors nominated by the Company’s Board of Directors, based on the recommendation of the Company’s independent directors, to serve for a one-year term following approval by the stockholders at the Annual Meeting (Proposal 1); ● Approval of the amendment of the Company’s articles of incorporation, as amended, to effectuate a reverse stock split of the Company’s outstanding shares of common stock, par value $0.001 per share, at a ratio of no less than 1-for-10 and no more than 1-for-30, with such ratio to be determined at the sole discretion of the Company’s Board of Directors (Proposal 3); and ● Ratification of the appointment of Fruci & Associates II, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2025 (Proposal 4).

Nominee	For		Against		Abstain		Broker Non- Votes
Robert Mattacchione		3,244,243		1,493,670		22,047		3,547,141
Christopher M. David		3,423,229		1,307,511		29,220		3,547,141
Alex Flesias		2,245,949		2,483,979		30,032		3,547,141
Michael Pope		2,251,665		2,479,437		28,858		3,547,141
Sarfaraz Ali		2,633,813		2,101,326		24,821		3,547,141

~~This~~Approval ~~Current~~of ~~Report~~Reverse onStock ~~Form~~Split ~~8-K serves as a supplement, dated November 20, 2024~~ (~~this~~Proposal ~~“November 20th Supplement”~~3), to the Supplemented Proxy Statement, and provides updated information with respect to the Annual Meeting. Except as described herein, the information provided in the Supplemented Proxy Statement continues to apply. To the extent the information in this November 20th Supplement differs from or updates information in the Supplemented Proxy Statement, stockholders should rely on the information contained in this November 20th Supplement. The Supplemented Proxy Statement contains important additional information. This November 20th Supplement should only be read in conjunction with the Supplemented Proxy Statement.

~~Except~~Stockholders asvoted ~~set~~to ~~forth~~approve ~~herein,~~an ~~the~~amendment ~~Supplemented~~of ~~Proxy~~the ~~Statement~~Company’s isAmended ~~not~~and ~~affected~~Restated byArticles ~~this~~of ~~November~~Incorporation, ~~20th~~as ~~Supplement.~~amended, ~~The~~to ~~shares~~effectuate ~~represented~~a reverse bystock ~~proxy~~split ~~cards~~of ~~returned~~the orCompany’s ~~voting~~outstanding ~~instructions~~shares ~~submitted~~of ~~before~~common ~~the~~stock, ~~Annual~~at ~~Meeting~~a ~~will~~ratio beof ~~voted~~no ~~with~~less ~~respect~~than to1-for-10 ~~all~~and ~~other~~no ~~matters~~more ~~properly~~than 1-for-30, ~~brought~~with ~~before~~such ~~the~~ratio ~~Annual~~to ~~Meeting~~be asdetermined ~~instructed~~at onthe sole discretion of the ~~proxy~~Company’s ~~card~~Board orof ~~pursuant~~Directors, toin accordance with the voting ~~instructions~~results listed below.

Additional Information and Where to Find It

For				Against				Abstain				Broker Non-Votes
	4,825,661				3,436,329				45,111				-

~~This~~Ratification ~~document may be deemed to be solicitation material in respect~~ of ~~the~~Auditors ~~Annual~~(Proposal Meeting. The Company previously filed a definitive proxy statement with the SEC on October 17, 2024, and supplemented the definitive proxy statement on November 14, 2024. BEFORE MAKING ANY VOTING DECISIONS, STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING. The definitive proxy statement has been mailed to stockholders who are entitled to vote at the Annual Meeting. Except as set forth herein and in the November 14th Supplement, no changes have been made in the proposals to be voted on by stockholders at the Annual Meeting. The Company’s Supplemented Proxy Statement and any other materials filed by the Company with the SEC can be obtained free of charge at the SEC’s website at https://www.sec.gov/cgi-bin/browse-edgar?CIK=0001138978&owner=exclude.4)

~~Participants~~Stockholders voted to ratify the appointment of Fruci & Associates II, PLLC as the Company’s independent registered public accounting firm for the fiscal year ended August 31, 2025, in accordance with the ~~Solicitation~~voting results listed below.

The Company and its directors and executive officers and other employees may be deemed to be participants in the solicitation of proxies in respect of the Annual Meeting.

For				Against				Abstain				Broker Non-Votes
	6,542,661				1,384,614				379,826				-

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Novo Integrated Sciences, Inc.
Dated: November 20, 2024	By:	/s/ Robert Mattacchione
Dated: November 29, 2024	By:	/s/ Robert Mattacchione
		Robert Mattacchione
		Chief Executive Officer

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