Item 3.02. Unregistered Sales of Equity Securities.

Between January 5, 2023 and January 16, 2023, Novo Integrated Sciences, Inc. (the "Company") issued 2,469,348 common shares to certain warrant holders upon exercise of their warrants. In addition, between January 5, 2023 and January 16, 2023, the Company issued 17,277,700 common shares to certain note holders upon conversion of their notes. Following such issuances, as of January 16, 2023, the Company's issued and outstanding common share count is 59,637,859.

Item 7.01. Regulation FD Disclosure.

On January 17, 2023, the Company issued a press release providing certain business updates. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
  No.     Description
 99.1       Press release issued by the registrant on January 17, 2023.
  104     Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

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