Novo Integrated Sciences (NVOS) 10-Q/A 2020 Q2 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 29, 2020

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______, 20___, to _____, 20___.

Commission File Number 333-109118

Novo Integrated Sciences, Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada	59-3691650
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)
11120 NE 2nd Street, Suite 200 Bellevue, Washington	98004
(Address of Principal Executive Offices)	(Zip Code)

(206) 617-9797

(Registrant’s Telephone Number, Including Area Code)

N/A

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

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “accelerated filer,” “large accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[  ]	Accelerated filer	[  ]
Non-accelerated filer	[X]	Smaller reporting company	[X]
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. [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

There were 233,011,454 shares of the Registrant’s $0.001 par value common stock outstanding as of April 18, 2020.

EXPLANATORY NOTE

As previously disclosed in the Current Report on Form 8-K filed by Novo Integrated Sciences, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on April 7, 2020, the filing of the Company’s Quarterly Report on Form 10-Q for the period ended February 29, 2020, as amended by this Form 10-Q/A (this “February 2020 Quarterly Report”), was delayed due to circumstances related to COVID-19 and its impact on the Company’s accounting operations. Because of government orders issued to combat the COVID-19 outbreak, the Company’s offices and systems have been subject to closure and, as a result, its staff must now work remotely. The significant amount of additional time and resources needed to initiate remote access prevented the Company from completing the tasks necessary to file the February 2020 Quarterly Report by its April 14, 2020 due date. The Company relied on the SEC’sOrder Under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions From the Reporting and Proxy Delivery Requirements for Public Companies, dated March 25, 2020 (Release No. 34-88465), to delay the filing of this February 2020 Quarterly Report.

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ITEM 6. EXHIBITS

Exhibit Number	Description of Document
2.1	Intellectual Property Asset Purchase Agreement dated December 17, 2019 by and between the registrant and 2731861 Ontario Corp. (incorporated by reference to Exhibit 2.1 of the registrant’s Current Report on Form 8-K filed with the Commission on December 23, 2019).
10.1	Joint Venture Agreement dated December 19, 2019 between the registrant and Harvest Gold Farms Inc. (incorporated by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K filed with the Commission on December 23, 2019).
10.2	First Amendment to Master Facility License Agreement dated February 4, 2020 by and between Novomerica Health Group Inc. and Fitness International, LLC. (incorporated by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K filed with the Commission on February 10, 2020).
10.3	First Amendment to Master Facility License Agreement dated February 4, 2020 by and between Novo Healthnet Limited, Inc. and LAF Canada Company. (incorporated by reference to Exhibit 10.2 of the registrant’s Current Report on Form 8-K filed with the Commission on February 10, 2020).
31.1	Rule 13a-14(a) Certification of Principal Executive Officer.
31.2	Rule 13a-14(a) Certification of Principal Financial Officer.
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Principal Executive Officer and Principal Financial Officer.
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase*
101.DEF	XBRL Taxonomy Extension Definition Linkbase*
101.LAB	XBRL Taxonomy Extension Labels Linkbase*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase*

* Filed with the Company’s Quarterly Report on Form 10-Q, originally filed with the SEC on April 20, 2020.

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SIGNATURES

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

	NOVO INTEGRATED SCIENCES, INC.
Dated: May 1, 2020	By:	/s/ Robert Mattacchione
		Robert Mattacchione
		Chief Executive Officer (principal executive officer)
	By:	/s/ Klara Radulyne
		Klara Radulyne
		Principal Financial Officer

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