Novo Integrated Sciences, Inc.: debt financing — Novo Integrated Sciences enters $3.5M promissory note with Mast Hill Fund

Novo Integrated Sciences, Inc.

Issued a 12% promissory note with $3.5M principal; $350k OID reduces net proceeds to $3.15M.
Maturity date is September 12, 2024; note convertible into common stock at lesser of $0.45 or 91.5% of 5-day VWAP.
Amortization payments begin Dec 12, 2023; failure allows conversion at 85% of VWAP with $0.07 floor.
Subsidiary Acenzia Inc. guarantees repayment with security interest in assets, including Ontario property.

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 loan of $3,500,000 with Mast Hill Fund, L.P. at 12% per annum maturing September 12, 2024.

Instrument: loan
Principal: $3,500,000
Counterparty: Mast Hill Fund, L.P.
Rate: 12% per annum
Maturity: September 12, 2024
Event: incurrence

Exact text from the filing

On September 12, 2023, Novo Integrated Sciences, Inc., a Nevada corporation (the “Company”) entered into a securities purchase agreement (the “SPA”) with Mast Hill Fund, L.P., a Delaware limited partnership (the “Holder”), pursuant to which the Company issued an 12% promissory note (the “Note”) with a maturity date of September 12, 2024 (the “Maturity Date”), in the principal sum of $3,500,000 (the “Principal Sum”).

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Novo Integrated Sciences, Inc. entered into Securities Purchase Agreement with Mast Hill Fund, L.P. valued at 12% promissory note with principal sum of $3,500,000, original issue discount of $350,000, purchase (effective 2023-09-12).

Action: entry
Agreement: credit facility
Counterparty: Mast Hill Fund, L.P.
Value: 12% promissory note with principal sum of $3,500,000, original issue discount of $350,000, purchase
Effective: 2023-09-12

Exact text from the filing

Item 1.01. Entry into a Material Definitive Agreement. On September 12, 2023, Novo Integrated Sciences, Inc., a Nevada corporation (the "Company") entered into a securities purchase agreement (the "SPA") with Mast Hill Fund, L.P., a Delaware limited partnership (the "Holder"), pursuant to which the Company issued an 12% promissory note (the "Note") with a maturity date of September 12, 2024 (the "Maturity Date"), in the principal sum of $3,500,000 (the "Principal Sum").

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Novo Integrated Sciences, Inc. entered into 12% Promissory Note with Mast Hill Fund, L.P. valued at 12% promissory note with principal sum of $3,500,000, original issue discount of $350,000, purchase (effective 2023-09-12).

Action: entry
Agreement: credit facility
Counterparty: Mast Hill Fund, L.P.
Value: 12% promissory note with principal sum of $3,500,000, original issue discount of $350,000, purchase
Effective: 2023-09-12

Exact text from the filing

Item 1.01. Entry into a Material Definitive Agreement. On September 12, 2023, Novo Integrated Sciences, Inc., a Nevada corporation (the "Company") entered into a securities purchase agreement (the "SPA") with Mast Hill Fund, L.P., a Delaware limited partnership (the "Holder"), pursuant to which the Company issued an 12% promissory note (the "Note") with a maturity date of September 12, 2024 (the "Maturity Date"), in the principal sum of $3,500,000 (the "Principal Sum").

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Novo Integrated Sciences, Inc. entered into Guaranty with Mast Hill Fund, L.P. valued at Guarantor guaranteed repayment of the Note and granted a security interest in assets including prope (effective 2023-09-12).

Action: entry
Agreement: credit facility
Counterparty: Mast Hill Fund, L.P.
Value: Guarantor guaranteed repayment of the Note and granted a security interest in assets including prope
Effective: 2023-09-12

Exact text from the filing

The Company's subsidiary, Acenzia Inc., an Ontario corporation (the "Guarantor"), entered into a guaranty with the Holder on September 12, 2023 (the "Guaranty"). The Guarantor guaranteed the repayment of the Note and granted the Holder a security interest in the assets of the Guarantor, including but not limited to the property located at 1580 Rossi Drive, Tecumseh, Ontario, Canada.

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Source: SEC EDGAR

accession 0001493152-23-032925

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