---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-23-013775"
form_type: "8-K"
ticker: null
cik: "0001138978"
company_name: "Novo Integrated Sciences, Inc."
filed_at: "2023-04-27T23:59:59+00:00"
generated_at: "2026-06-16T08:13:51.186188+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Novo Integrated Sciences issues $70M unsecured promissory note, receives $57M lump sum

## Summary
- 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.

## SEC filing metadata
- accession: 0001493152-23-013775
- form_type: 8-K
- cik: 0001138978
- company_name: Novo Integrated Sciences, Inc.
- filed_at: 2023-04-27T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.03, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1138978/000149315223013775/0001493152-23-013775-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1138978/000149315223013775/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-23-013775
- JSON: https://secwatch.observer/filing/0001493152-23-013775.json
- Plain text: https://secwatch.observer/filing/0001493152-23-013775.txt

## Key facts
- Debt Financings
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1138978/000149315223013775/0001493152-23-013775-index.htm
- Material Agreements
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1138978/000149315223013775/0001493152-23-013775-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.