INVO Bioscience Amends 8-K on Material Agreement, Equity Sales

TL;DR

**INVO Bioscience just amended an 8-K about a big deal and selling shares, watch for details!**

AI Summary

INVO Bioscience, Inc. filed an 8-K/A on January 10, 2024, amending its previous 8-K filing from December 27, 2023. This amendment clarifies details regarding an entry into a material definitive agreement and unregistered sales of equity securities. While the specific terms of the agreement and sales are not detailed in this excerpt, the filing indicates that the company is actively engaging in financial transactions that could impact its capital structure and future operations. Investors should monitor subsequent filings for full disclosure of these agreements and sales, as they could dilute existing shares or provide capital for growth.

Why It Matters

This filing indicates INVO Bioscience is making significant financial moves, potentially altering its ownership structure or funding operations, which directly impacts current and prospective shareholders.

Risk Assessment

Risk Level: medium — The filing mentions 'unregistered sales of equity securities' and a 'material definitive agreement' without specific details, which introduces uncertainty about potential dilution or the nature of the agreement.

Analyst Insight

Investors should look for subsequent filings (like a 10-K or 10-Q) or further 8-K amendments from INVO Bioscience, Inc. that provide specific details about the 'Material Definitive Agreement' and the 'Unregistered Sales of Equity Securities' to assess their impact on valuation and ownership structure.

Key Players & Entities

• INVO Bioscience, Inc. (company) — the registrant filing the 8-K/A
• Nevada (company) — state of incorporation for INVO Bioscience, Inc.
• The Nasdaq Stock Market LLC (company) — exchange where INVO Bioscience, Inc.'s common stock is registered
• December 27, 2023 (date) — date of the earliest event reported in the original 8-K
• January 10, 2024 (date) — filing date of the 8-K/A

FAQ

Key Financial Figures

• $0.0001 — ction 12(b) of the Act: Common Stock, $0.0001 par value INVO The Nasdaq Stock Mar
• $5,000,000 — common stock in an estimated amount of $5,000,000 or more of gross proceeds to a private
• $5.00 — preferred stock at a price per share of $5.00 per share in an amount equal to at leas
• $2,000,000 — er share in an amount equal to at least $2,000,000 to the Company, plus an additional amou
• $500,000 — dule ") for the initial $2,000,000: (1) $500,000 no later than December 29, 2023, (2) $5
• $410,000 — uary and March 2023, the Company issued $410,000 of convertible notes (the " Convertible
• $10.00 — issued with fixed conversion prices of $10.00 (for the $275,000 issued in January 202
• $275,000 — ed conversion prices of $10.00 (for the $275,000 issued in January 2023) and $12.00 (for
• $12.00 — he $275,000 issued in January 2023) and $12.00 (for the $135,000 issued in March 2023)
• $135,000 — ed in January 2023) and $12.00 (for the $135,000 issued in March 2023) and (ii) 5-year w
• $20.00 — of Common Stock at an exercise price of $20.00. The Convertible Notes may be amended
• $2.25 — d the Q1 2023 Warrant exercise price to $2.25. The maturity date extension and the co
• $260,000 — under their employment agreements from $260,000 and $215,000, respectively, to $105,000
• $215,000 — employment agreements from $260,000 and $215,000, respectively, to $105,000 (the " Tempo
• $105,000 — $260,000 and $215,000, respectively, to $105,000 (the " Temporary Salary Reductions ").

Filing Documents

• form8-ka.htm (8-K/A) — 53KB
• 0001493152-24-001962.txt ( ) — 225KB
• invo-20231227.xsd (EX-101.SCH) — 3KB
• invo-20231227_lab.xml (EX-101.LAB) — 33KB
• invo-20231227_pre.xml (EX-101.PRE) — 22KB
• form8-ka_htm.xml (XML) — 3KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 27, 2023 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 5582 Broadcast Court Sarasota , Florida 34240 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (978) 878-9505 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Common Stock, $0.0001 par value INVO The Nasdaq Stock Market LLC (Title of Each Class) (Trading Symbol) (Name of Each Exchange on Which Registered) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR 240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. EXPLANATORY NOTE INVO Bioscience, Inc. (the " Company ") is filing this Form 8-K/A to its Current Report on Form 8-K as originally filed with the Securities and Exchange Commission on January 3, 2024 (the " Original Filing "), solely to correctly identify the number of shares of the Company's Series A Preferred Stock that NAYA Biosciences, Inc. agreed to purchase from the Company pursuant to that certain securities purchase agreement, dated December 29, 2023 (the " SPA "). The Original Filing inadvertently referenced the number of such shares as being 400,000 instead of the 1,000,000 shares agreed to in the SPA. No other changes have been made from the Original Filing. Item 1.01 Entry into a Material Definitive Agreement. Second Amendment to Agreement and Plan of Merger On December 27, 2023, INVO Bioscience, Inc., a Nevada corporation (the " Company ") entered into second amendment (" Second Amendment ") to the previously announced agreement and plan of merger (the " Merger Agreement ") by and among the Company, INVO Merger Sub, Inc. (" Merger Sub "), and NAYA Biosciences, Inc., a Delaware corporation (" NAYA "). Pursuant to the Second Amendment, the parties agreed to extend the end date (the date by which either the Company or NAYA may terminate the Merger Agreement, subject to certain exceptions) of the merger contemplated by the Merger Agreement (the " Merger ") to April 30, 2024. The parties further agreed to modify the closing condition for an interim private offering from a private offering of shares of Company common stock at a price that is a premium to the market price of the Company common stock in an estimated amount of $5,000,000 or more of gross proceeds to a private offering of the Company's preferred stock at a price per share of $5.00 per share in an amount equal to at least $2,000,000 to the Company, plus an additional amount as may be required prior to closing of the Merger to be determined in good faith by the parties to adequately support the Company's fertility business activities per an agreed forecast, as well as for a period of twelve (12) months post-closing including a catch-up on the Company's past due accrued payables still outstanding. The parties further agreed to the following schedule (the " Minimum Interim Pipe Schedule ") for the initial $2,000,000: (1) $500,000 no later than December 29, 2023, (2) $500,000 no later than January 19, 2024, (3) $500,000 no later than February 2, 2024, and (4) $500,000 no later than February 16, 2024. The parties also further agreed to modify the covenant of the parties regarding the interim private offering to require NAYA to consummate the interim private offering before the closing of the Merger; provided, however, if the Company does not receive the initial gross proceeds pursuant to the Minimum Interim Pipe Schedule, the Company shall be free to secure funding from third parties to make up for short falls on reasonable terms under SEC and Nasdaq regulations. The foregoing description of the Second Amendmen

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