Novo Integrated Sciences, Inc.

Novo Healthnet Limited currently operates our 14 corporate-owned clinics through standard tenancy agreements out of leased properties located at:

(1) · Novo Healthnet Limited (Niagara Falls)

4056 Dorchester Rd., Suites 104 & 105, Niagara Falls, Ontario L2E 6M9, Canada;

(2) · Novo Healthnet Limited (Windsor)

250 Tecumseh Rd. E., Building 100, Unit 150, Windsor, Ontario N8X 2R3, Canada;

(3) · Back on Track Physio & Health Centres (Scarborough)

8 Glen Watford Drive, Unit G3-G5, Scarborough, Ontario M1S 2C1, Canada;

(4) · Back On Track Physio & Health Centres (Antares)

6 Antares Drive Ph 1, Unit 3, Nepean, Ontario K2E 8A9, Canada;

(5) · Back On Track Physio & Health Centres (Richmond Oaks)

6265 Perth St, Richmond, Ontario K0A 2Z0, Canada;

(6) · Back On Track Physio & Health Centres (Hunt Club)

380 Hunt Club Rd. Suite 107, Ottawa, Ontario K1V 1C1, Canada;

(7) · Back On Track Physio & Health Centres (Findlay Creek)

4744 Bank Street, Unit 2, Gloucester, Ontario K1T 0K8, Canada;

(8) · Back On Track Physio & Health Centres (Bells Corners)

2006 Robertson Rd., Unit 2, Nepean, Ontario K2H 1A5, Canada;

(9) · Back On Track Physio & Health Centres (Manotick)

5230B Mitch Owens Road, Manotick, Ontario K4M 1B2, Canada;

(10) · Back On Track Physio & Health Centres (Carleton Place)

515 McNeely Drive, Unit 3, Carleton Place, Ontario K7C 0A8, Canada;

(11) · Back On Track Physio & Health Centres (Kemptville)

301 Rideau Street, Kemptville, Ontario K0G 1J0, Canada;

(12) · Back On Track Physio & Health Centres (Perth)

9 Eric Devlin Lane. Unit 100, Perth, Ontario K7H 0C4, Canada;

(13) · Back On Track Physio & Health Centres (Rockland)

2741 Chamberland St., Unit 208 Rockland, Ontario K4K 0B8 Canada.

(14) · Fairway Physiotherapy – NovaCare

1600 Dease St. Thunder Bay, Ontario P7C 5H4 Canada

NHL leases premises for the foregoing 14 corporate-owned clinics, ranging in terms of 0 to 8 years with monthly lease rates ranging from CAD$904 (approximately $665 as of August 31, 2024 to CAD$11,065 (approximately $8,132 as of August 31, 2024). The aggregate monthly rent for the corporate-owned clinic properties is CAD$103,650 (approximately $76,172 as of August 31, 2024). Two of the leases are month-to-month with 30-days’ notice for either party and the remaining 12 corporate-owned clinic leases have expiration dates between 2027 and 2031.

We believe that these facilities are suitable and adequate for our current operations.

• Security breaches of confidential customer information, in connection with our electronic processing of credit and debit card transactions, or confidential employee information may adversely affect our business.
• We rely on third parties to provide services in connection with our business, and any failure by these third parties to perform their obligations could have an adverse effect on our business, financial condition and results of operations.
• Our amended and rested articles of incorporation provide that the state or federal court located within the state of Nevada will be the sole and exclusive forum for substantially all disputes between us and our shareholders, which could limit its stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or other employees.
• Public health epidemics or outbreaks could adversely impact our business.
• Risks Related to our Multidisciplinary Primary Healthcare Business
• We may not be able to successfully implement our business growth initiatives for our multidisciplinary primary healthcare business on a timely basis or at all, which could harm our business, financial performance, financial position, and results of operations.
• The long-term success of our multidisciplinary primary healthcare business is highly dependent on our ability to successfully identify and acquire target clinics and identify and secure staffing opportunities.
• Our intended acquisition and opening of clinics and increase in staffing in new markets exposes us to various risks and may require us to develop new business models.
• We will require additional capital to fund our operating and expansion costs, and our inability to obtain such capital will likely harm our business.
• The clinics that we intend to acquire or open may not meet our expectations.
• If we open new clinics in existing markets, revenue at our existing clinics may be affected negatively.
• We may be required to make capital expenditures in connection with our acquisitions to implement our growth strategy.
• Damage to our reputation or our brand in existing or new markets could negatively impact our business, financial condition and results of operations.
• Our marketing activities may not be successful.
• The multidisciplinary primary healthcare market is highly competitive, including competition for patients, strategic relationships, and commercial payor contracts, each of which could adversely affect our contract and revenue base.
• We may not be able to recruit and retain qualified multidisciplinary primary healthcare clinicians for our multidisciplinary primary healthcare clinics and staffing of affiliate clinics and eldercare centric homes.
• We may not be able to prohibit or limit our multidisciplinary primary healthcare clinicians from competing with us in our local markets.
• With respect to our operations in Canada, we may be unable to enter into or maintain contracts for our affiliate multidisciplinary primary healthcare clinics and eldercare focused facilities or services on favorable terms with commercial payors.
• With respect to our anticipated expansion of our operations into the United States, we may be unable to enter into or maintain contracts for our multidisciplinary primary healthcare clinics and services on favorable terms with commercial payors in the United States.
• Government healthcare programs may reduce reimbursement rates.
• If payments from commercial or governmental payors are significantly delayed, are reduced or eliminated, our business, prospects, results of operations and financial condition could be adversely affected.
• Significant changes in our payor mix resulting from fluctuations in the types of patients seen at our clinics could have a material adverse effect on our business, prospects, results of operations and financial condition.
• Failure to bill timely or accurately for our services could have a negative impact on our net revenues, bad debt expense and cash flow.
• We are dependent on our third-party revenue cycle managers for billing and collection of our claims.
• We may incur costs resulting from security risks in connection with the electronic data processing by our partner banks.
• With respect to our Canadian operations and our anticipated expansion of our operations into the United States, a successful challenge by tax authorities to our treatment of certain multidisciplinary primary healthcare clinicians and practitioners as independent contractors or the elimination of an existing safe harbor could materially increase our costs relating to these multidimensional primary healthcare clinicians and practitioners.
• Currently, our corporate owned clinics and affiliate clinics are located in the Canadian provinces of Ontario, Alberta, Nova Scotia and Newfoundland making us particularly sensitive to regulatory, economic, and other conditions in those provinces.
• Our business is seasonal, which may impact results of operations.
• We could be subject to lawsuits for which we are not fully insured.
• Insurance coverage for some of our losses may be inadequate and may be subject to the credit risk of commercial insurance providers.
• Risks Related to Healthcare Regulation
• The healthcare industry is heavily regulated, and if we fail to comply with these laws and government regulations, we could incur penalties or be required to make significant changes to our operations.
• Our Canadian clinics are and will be subject to numerous statutes and regulations. Additionally, given our intention to expand and begin operations in the United States, we will be subject to numerous U.S. statutes and regulations. Failure to comply with these laws and regulations could result in civil or criminal sanctions.
• With respect to our anticipated expansion of our operations into the United States, state regulation of the expansion of multidisciplinary primary healthcare clinics could prevent us from reaching our expansion objectives.
• Our services, and related products, are subject to comprehensive laws and regulations that govern the manner in which we bill and are paid for our services by third-party payors, and the failure to comply with these requirements can result in civil or criminal sanctions, including exclusion from federal and state healthcare programs.
• Changes in coverage and the rates or methods of third-party reimbursements may adversely affect our revenue and operations.
• Past and future legislation related to the healthcare industry and other changes in the healthcare industry could adversely affect our business, financial condition, and results of operations.
• We are subject to the Canada Health Act, Canada’s National Health Insurance Program and Food and Drugs Act and analogous provisions of applicable state laws and could face substantial penalties if we fail to comply with such laws.
• Federal/Provincial Government Division of Power in Canada
• Canada’s National Health Insurance Program
• The Canada Health Act
• Regulation of Health Professionals and Health Facilities
• Health Professionals
• Health Facilities
• Regulation of Drugs
• The Patented Medicines Prices Review Board
• Public Market Access
• We are subject to the data privacy and security laws of Canada, and the failure to comply with these rules, or allegations that we have failed to do so, could result in civil or criminal sanctions.
• Following the intended acquisition, or opening, of one or more clinics or staffing primary healthcare practitioners in the United States, our centers may participate in the federal Medicare program and, as a result, we will need to comply with a number of additional federal regulatory requirements.
• Following the intended acquisition, or opening, of one or more clinics or staffing primary healthcare practitioners in the United States, we will be subject to CMS’ RAC program.
• Following the intended acquisition, or opening, of one or more clinics or staffing primary healthcare practitioners in the United States, we will be subject to the Anti-Kickback Statute, FCA, Civil Monetary Penalties statute and analogous provisions of applicable state laws and could face substantial penalties if we fail to comply with such laws.
• Anti-Kickback Statute
• False Claims Act
• Civil Monetary Penalties Statute
• Following the intended acquisition, or opening, of one or more clinics or staffing primary healthcare practitioners in the United States, we will be subject to the data privacy, security and breach notification requirements of HIPAA, HITECH and other data privacy and security laws, and the failure to comply with these rules, or allegations that we have failed to do so, could result in civil or criminal sanctions.
• Following the intended acquisition, or opening, of one or more multidisciplinary primary healthcare clinics or the staffing of multidisciplinary primary healthcare clinics, affiliate clinics or eldercare centric homes with clinicians and practitioners in the United States, if we fail to effectively and timely implement electronic health record systems, our operation could be adversely affected.
• If we fail to comply with laws and regulations related to the protection of the environment and human health and safety, we could incur substantial penalties and fines.
• Risks Related to our Telemedicine Medical Technology Platform, RPM Medical Technology Platform and Novo Connect Medical Technology Platform
• We may be unsuccessful in the development, usage, application and commercialization of each or all of our Medical Technology Platforms.
• The success of our Medical Technology Platforms will be highly dependent upon our ability to develop relationships with both Canadian based and United States based medically licensed primary care providers and specialist in addition to multidisciplinary primary healthcare clinicians.
• Our Medical Technology Platforms may not be accepted in the Canadian and United States marketplace.
• Defects or malfunctions in our Medical Technology Platforms could hurt our reputation, sales and profitability.
• Software failures, breakdowns in the operations of our servers and communications systems or the failure to implement system enhancements could harm our business.
• We face risks related to the storage of customers’ and their end users’ confidential and proprietary information.
• We might incur substantial expense to further develop each or all of our Medical Technology Platforms which may never become sufficiently successful.
• We will be applying to obtain trademark and copyright protection, and possibly patent protection as applicable, but cannot guarantee we will obtain these applications and protections for each or all of our Medical Technology Platforms.
• Government regulation of the Internet and e-commerce is evolving, and unfavorable changes could substantially harm our business and results of operations.
• Risks Related to the United States Regulatory System as to Medicinal CBD Products