Exhibit 99.1
Novo Integrated Sciences Reports 2024 Fiscal Year Financial Results
BELLEVUE, Wash., December 18, 2024 - Novo Integrated Sciences, Inc. (OTC Pink: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, 2024.
Robert Mattacchione, the Company’s CEO and Board Chairman, stated, “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 continues to focus on raising capital through non-dilutive structures and solutions.”
Financial Information for the Fiscal Year Ended August 31, 2024:
| ● | As of August 31, 2024, the Company’s cash and cash equivalents were $844,584, total assets were $32,141,276, total liabilities were $17,527,351 and total Company stockholders’ equity was $14,892,621. | |
| ● | Revenues for the year ended August 31, 2024 were $13,294,357, representing an increase of $722,338, or 6%, from $12,572,019 for the same period in 2023. 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, 2024 was $4,713,940 and $122,154, respectively. Revenue from our healthcare services increased by 1%, when comparing the revenue for the year ended August 31, 2024 to the same period in 2023. | |
| ● | Operating costs for the year ended August 31, 2024 were $15,818,802, representing an increase of $2,312,925, or 17%, from $13,505,877 for the same period in 2023. The increase in operating costs was principally due to (i) impairment of intangible assets and goodwill being recognized; and (ii) an increase in overhead expenses associated with the operations. | |
| ● | Net loss attributed to Novo Integrated Sciences for the year ended August 31, 2024 was $16,166,744, representing an increase of $2,952,192, or 22%, from $13,214,552 for the same period in 2023. The increase in net loss was principally due to (i) impairment of intangible assets and goodwill being recognized; (ii) foreign currency exchange loss arising as a result of intercompany balance reconciliation; and (iii) amortization of debt discount as compared to the previous year. | |
| ● | On April 5, 2024, the Company executed a $6.21 million Securities Purchase Agreement and Note (the “Streeterville Note”) with Streeterville Capital LLC (“Streeterville”). The Streeterville Note annual interest is 10.9% with a 12-month maturity date and is secured by Acenzia’s land/building. This Streeterville Note has no warrants or commitment type shares related to the transaction. | |
| ● | On July 8, 2024, the Company filed a registration statement on Form S-1 relating to the resale of up to 3,500,000 shares of the Company’s common stock by Streeterville issuable by the Company upon conversion of the Streeterville Note. The prices at which Streeterville may sell the common stock will be determined by the prevailing market price for the shares or in negotiated transactions. |
| ● | On October 8, 2024, Streeterville notified the Company that it would redeem $950,000 of the Streeterville Note. In lieu of payment by the Company to Streeterville of $950,000, the Company and Streeterville agreed to a one-time fee in the amount of $142,500 (representing 15% of the $950,000 redemption amount) payable by the Company to Streeterville. Such amount was added to the outstanding balance under the Streeterville Note. On October 16, 2024, Streeterville submitted a redemption notice in the amount of $142,500. On October 21, 2024, the Company issued 675,724 shares of common stock to Streeterville in payment of the $142,500 redemption amount. Following such issuance, the outstanding balance under the Streeterville Note was $6,579,658. |
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.
Chris David, COO
Novo Integrated Sciences, Inc.
chris.david@novointegrated.com
(888) 512-1195
NOVO INTEGRATED SCIENCES, INC.
CONSOLIDATED BALANCE SHEETS
As of August 31, 2024 and 2023
| August 31, | August 31, | |||||||
| 2024 | 2023 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | 844,584 | $ | 416,323 | ||||
| Accounts receivable, net | 1,916,819 | 1,467,028 | ||||||
| Inventory, net | 1,000,742 | 1,106,983 | ||||||
| Other receivables | 1,235,423 | 1,051,584 | ||||||
| Prepaid expenses and other current assets | 417,282 | 346,171 | ||||||
| Total current assets | 5,414,850 | 4,388,089 | ||||||
| Property and equipment, net | 5,110,776 | 5,390,038 | ||||||
| Intangible assets, net | 13,369,868 | 16,218,539 | ||||||
| Right-of-use assets, net | 1,691,309 | 1,983,898 | ||||||
| Goodwill | 6,554,473 | 7,582,483 | ||||||
| TOTAL ASSETS | $ | 32,141,276 | $ | 35,563,047 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | 3,235,800 | $ | 3,513,842 | ||||
| Accrued expenses | 1,592,288 | 1,233,549 | ||||||
| Accrued interest (including amounts to related parties) | 624,287 | 382,666 | ||||||
| Government loans and notes payable, current portion | 45,681 | 277,405 | ||||||
| Convertible notes payable, net of discount of $3,505,849 | 2,704,151 | 558,668 | ||||||
| Derivative liability | 4,685,198 | - | ||||||
| Contingent liability | 13,836 | 61,767 | ||||||
| Debentures, related parties, current portion | 913,598 | 916,824 | ||||||
| Due to related parties | 356,928 | 533,001 | ||||||
| Finance lease liability, current portion | 4,354 | 11,744 | ||||||
| Operating lease liability, current portion | 403,291 | 415,392 | ||||||
| Total current liabilities | 14,579,412 | 7,904,858 | ||||||
| Government loans and notes payable, net of current portion | 112,001 | 65,038 | ||||||
| Operating lease liability, net of current portion | 1,440,367 | 1,693,577 | ||||||
| Deferred tax liability | 1,395,571 | 1,400,499 | ||||||
| TOTAL LIABILITIES | 17,527,351 | 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 August 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 August 31, 2024 and August 31, 2023, respectively | 19,055 | 15,760 | ||||||
| Additional paid-in capital | 96,660,607 | 90,973,316 | ||||||
| Common stock to be issued (1,700 and 91,138 shares at August 31, 2024 and August 31, 2023) | 25,500 | 1,217,293 | ||||||
| Other comprehensive (loss) income | 1,387,244 | (357,383 | ) | |||||
| Accumulated deficit | (83,199,785 | ) | (67,033,041 | ) | ||||
| Total Novo Integrated Sciences, Inc. stockholders’ equity | 14,892,621 | 24,815,945 | ||||||
| Noncontrolling interest | (278,696 | ) | (316,870 | ) | ||||
| Total stockholders’ equity | 14,613,925 | 24,499,075 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 32,141,276 | $ | 35,563,047 | ||||
* 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, 2024 and 2023
| Years Ended | ||||||||
| August 31, | August 31, | |||||||
| 2024 | 2023 | |||||||
| Revenues | $ | 13,294,357 | $ | 12,572,019 | ||||
| Cost of revenues | 7,551,853 | 7,619,304 | ||||||
| Gross profit | 5,742,504 | 4,952,715 | ||||||
| Operating expenses: | ||||||||
| Selling expenses | 17,137 | 15,149 | ||||||
| General and administrative expenses | 14,039,265 | 13,490,728 | ||||||
| Impairment of assets | 761,067 | - | ||||||
| Goodwill impairment | 1,001,333 | - | ||||||
| Total operating expenses | 15,818,802 | 13,505,877 | ||||||
| Loss from operations | (10,076,298 | ) | (8,553,162 | ) | ||||
| Non-operating income (expense) | ||||||||
| Interest income | 202,525 | 9,027 | ||||||
| Interest expense | (652,398 | ) | (360,571 | ) | ||||
| Other (expense) income | (1,032,620 | ) | 607,589 | |||||
| Change in fair value of derivative liability | 3,594,171 | - | ||||||
| Amortization of debt discount | (6,574,862 | ) | (4,757,121 | ) | ||||
| Foreign currency transaction losses | (1,589,088 | ) | (215,206 | ) | ||||
| Total other income (expense) | (6,052,272 | ) | (4,716,282 | ) | ||||
| Loss before income taxes | (16,128,570 | ) | (13,269,444 | ) | ||||
| Income tax expense (recovery) | - | - | ||||||
| Net loss | $ | (16,128,570 | ) | $ | (13,269,444 | ) | ||
| Net loss attributed to noncontrolling interest | 38,174 | (54,892 | ) | |||||
| Net loss attributed to Novo Integrated Sciences, Inc. | $ | (16,166,744 | ) | $ | (13,214,552 | ) | ||
| Comprehensive loss: | ||||||||
| Net loss | (16,128,570 | ) | (13,269,444 | ) | ||||
| Foreign currency translation loss | (1,744,627 | ) | (922,609 | ) | ||||
| Comprehensive loss: | $ | (17,873,197 | ) | $ | (14,192,053 | ) | ||
| Weighted average common shares outstanding - basic and diluted | 18,032,015 | 10,165,548 | ||||||
| Net loss per common share - basic and diluted | $ | (0.89 | ) | $ | (1.30 | ) | ||
* 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, 2024 and 2023
| Common Stock | Additional Paid-in | Common Stock To | Other Comprehensive | Accumulated | Total Novo 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 | |||||||||||||||||
| 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 | ||||||||||||||||
| 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 | |||||||||||||||||||||||||||
| Shares issued for convertible debt settlement | 2,283,176 | 2,283 | 1,608,600 | - | - | - | 1,610,883 | - | 1,610,883 | |||||||||||||||||||||||||||
| 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 | ) | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Fair value of stock options | - | - | 147,655 | - | - | - | 147,655 | - | 147,655 | |||||||||||||||||||||||||||
| Cancellation of agreement | - | - | - | (18,943 | ) | - | - | (18,943 | ) | - | (18,943 | ) | ||||||||||||||||||||||||
| Foreign currency translation loss | - | - | - | - | 1,744,627 | - | 1,744,627 | - | 1,744,627 | |||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | (16,166,744 | ) | (16,166,744 | ) | 38,174 | (16,128,570 | ) | ||||||||||||||||||||||||
| Balance, August 31, 2024 | 19,054,523 | $ | 19,055 | $ | 96,660,607 | $ | 25,500 | $ | 1,387,244 | $ | (83,199,785 | ) | $ | 14,892,621 | $ | (278,696 | ) | $ | 14,613,925 | |||||||||||||||||
* 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, 2024 and 2023
| Years Ended | ||||||||
| August 31, | August 31, | |||||||
| 2024 | 2023 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | (16,128,570 | ) | $ | (13,269,444 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 2,261,519 | 2,302,754 | ||||||
| Fair value of vested stock options | 147,656 | 385,335 | ||||||
| Financing costs for debt extension | - | 1,421,583 | ||||||
| Change in fair value of derivative liability | (3,594,171 | ) | - | |||||
| Default payment and interest paid through common share issuance | - | 205,349 | ||||||
| Cashless exercise of warrants | 1,323,398 | - | ||||||
| Common stock issued for services | 1,195,400 | 480,592 | ||||||
| Operating lease expense | 616,799 | 797,515 | ||||||
| Cancellation of shares to be issued | 62,130 | - | ||||||
| Amortization of debt discount | 6,574,862 | 4,757,121 | ||||||
| Foreign currency transaction losses | 1,589,088 | 215,206 | ||||||
| Impairment of assets | 761,067 | - | ||||||
| Assets write off | 321,872 | - | ||||||
| Goodwill impairment | 1,001,333 | - | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (453,252 | ) | (597,191 | ) | ||||
| Inventory | (210,883 | ) | (255,781 | ) | ||||
| Prepaid expenses and other current assets | (259,972 | ) | 210,382 | |||||
| Accounts payable | (267,211 | ) | 1,770,589 | |||||
| Accrued expenses | 330,276 | 153,598 | ||||||
| Accrued interest | 275,618 | (58,066 | ) | |||||
| Operating lease liability | (616,799 | ) | (762,852 | ) | ||||
| Net cash used in operating activities | (5,069,840 | ) | (2,243,315 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of property and equipment | (5,034 | ) | (49,224 | ) | ||||
| Net cash (used in) provided by investing activities | (5,034 | ) | (49,224 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| (Repayments to) receipt from related parties | (396,418 | ) | 7,206 | |||||
| Proceeds from notes payable | 402 | 222,780 | ||||||
| Repayments of notes payable | (183,725 | ) | (37,130 | ) | ||||
| Repayments of finance leases | (7,334 | ) | (8,611 | ) | ||||
| Proceeds from issuance of convertible notes | 8,649,153 | 1,285,903 | ||||||
| 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 | 532,600 | ||||||
| Net cash provided by financing activities | 4,990,942 | 763,860 | ||||||
| Effect of exchange rate changes on cash and cash equivalents | 512,193 | (233,685 | ) | |||||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 428,261 | (1,762,364 | ) | |||||
| CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 416,323 | 2,178,687 | ||||||
| CASH AND CASH EQUIVALENTS, END OF YEAR | $ | 844,584 | $ | 416,323 | ||||
| CASH PAID FOR: | ||||||||
| Interest | $ | 190,491 | $ | 432,094 | ||||
| Income taxes | $ | - | $ | - | ||||
| SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Common stock issued for convertible debt | $ | 1,610,883 | $ | 9,968,140 | ||||
| Common stock issued for acquisition | $ | - | $ | - | ||||
| Warrants issued with convertible notes | $ | - | $ | 257,994 | ||||
| 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 | ||||
| Common stock issued for services | $ | 1,195,400 | $ | - | ||||
| Cashless exercise of warrants | $ | 1,323,398 | $ | - | ||||
[End of Financial Statements]