Novo Integrated Sciences, Inc.: debt financing — Novo Integrated Sciences issues $70M unsecured promissory note, receives $57M lump sum

Novo Integrated Sciences, Inc.

Issued 15-year unsecured promissory note with principal sum of $70,000,000 to SCP Tourbillion Monaco via RC Consulting Group LLC.
Company receives $57,000,000 lump sum; note bears non-compounding yield of 1.52% (zero coupon) per annum, matures April 2038.
Note is non-dilutive: no conversion, no warrants, no share issuance; ranks pari passu with unsecured debt.
If the company enters into a Section 3(a)(10) transaction while note outstanding, a 25% liquidated damages charge applies.
CEO cites patient, non-dilutive capital to accelerate business model implementation and growth.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Novo Integrated Sciences, Inc. incurred senior notes of $70,000,000 with RC Consulting Group LLC in favor of SCP Tourbillion Monaco or registered assigns at 1.52% (zero coupon) per annum maturing April 26, 2038.

Instrument: senior notes
Principal: $70,000,000
Counterparty: RC Consulting Group LLC in favor of SCP Tourbillion Monaco or registered assigns
Rate: 1.52% (zero coupon) per annum
Maturity: April 26, 2038
Event: incurrence

Exact text from the filing

On April 26, 2023 (the “Issue Date”), Novo Integrated Sciences, Inc. (the “Company”) entered into a securities purchase agreement (the “SPA”), dated as of April 26, 2023, with RC Consulting Group LLC in favor of SCP Tourbillion Monaco or registered assigns (the “Holder”), pursuant to which the Company issued an unsecured 15-year promissory note to the Holder (the “Note”) with a maturity date of April 26, 2038, in the principal sum of $70,000,000, which amount represents the $57,000,000 purchase price plus a yield (non-compounding) of 1.52% (zero coupon) per annum from the Issue Date until the same becomes due and payable as provided in the Note.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Novo Integrated Sciences, Inc. entered into Securities Purchase Agreement with SCP Tourbillion Monaco valued at $70,000,000 (effective 2023-04-26).

Action: entry
Agreement: notes offering
Counterparty: SCP Tourbillion Monaco
Value: $70,000,000
Effective: 2023-04-26

Exact text from the filing

On April 26, 2023 (the “Issue Date”), Novo Integrated Sciences, Inc. (the “Company”) entered into a securities purchase agreement (the “SPA”), dated as of April 26, 2023, with RC Consulting Group LLC in favor of SCP Tourbillion Monaco or registered assigns (the “Holder”), pursuant to which the Company issued an unsecured 15-year promissory note to the Holder (the “Note”) with a maturity date of April 26, 2038, in the principal sum of $70,000,000

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Source: SEC EDGAR

accession 0001493152-23-013775

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