---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-23-032925"
form_type: "8-K"
ticker: null
cik: "0001138978"
company_name: "Novo Integrated Sciences, Inc."
filed_at: "2023-09-18T23:59:59+00:00"
generated_at: "2026-06-10T14:26:36.158172+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Novo Integrated Sciences enters $3.5M promissory note with Mast Hill Fund

## Summary
- 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.

## SEC filing metadata
- accession: 0001493152-23-032925
- form_type: 8-K
- cik: 0001138978
- company_name: Novo Integrated Sciences, Inc.
- filed_at: 2023-09-18T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1138978/000149315223032925/0001493152-23-032925-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1138978/000149315223032925/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-23-032925
- JSON: https://secwatch.observer/filing/0001493152-23-032925.json
- Plain text: https://secwatch.observer/filing/0001493152-23-032925.txt

## Key facts
- Debt Financings
  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
  source text: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1138978/000149315223032925/0001493152-23-032925-index.htm
- Material Agreements
  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
  source text: 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").
  evidence_url: https://www.sec.gov/Archives/edgar/data/1138978/000149315223032925/0001493152-23-032925-index.htm
- Material Agreements
  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
  source text: 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").
  evidence_url: https://www.sec.gov/Archives/edgar/data/1138978/000149315223032925/0001493152-23-032925-index.htm
- Material Agreements
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1138978/000149315223032925/0001493152-23-032925-index.htm

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