INVO Bioscience Files 8-K Amendment

TL;DR

INVO Bioscience filed an 8-K amendment on March 27, 2024, updating material agreements and equity sales.

AI Summary

INVO Bioscience, Inc. filed an amendment (Amendment No. 1) to its Form 8-K on April 2, 2024, related to events occurring on March 27, 2024. The amendment pertains to a material definitive agreement, unregistered sales of equity securities, and financial statements/exhibits.

Why It Matters

This amendment provides updated or corrected information regarding material agreements and equity sales, which is crucial for investors to understand the company's current contractual and financial standing.

Risk Assessment

Risk Level: low — This filing is an amendment to a previous report and does not introduce new material events or financial distress.

Key Players & Entities

• INVO Bioscience, Inc. (company) — Registrant
• March 27, 2024 (date) — Earliest event reported
• April 2, 2024 (date) — Filing date of amendment

FAQ

Key Financial Figures

• $0.0001 — ction 12(b) of the Act: Common Stock, $0.0001 par value INVO The Nasdaq Stock Mar
• $850,000 — gross proceeds to the Company of up to $850,000. Triton will purchase the shares of com
• $0.85 — the Purchase Agreement at the price of $0.85 per share. The purchase agreement expir
• $2.00 — ur common stock at an exercise price of $2.00 per share. The private placement warr

Filing Documents

• form8-ka.htm (8-K/A) — 56KB
• ex5-1.htm (EX-5.1) — 19KB
• ex5-1_001.jpg (GRAPHIC) — 5KB
• ex5-1_002.jpg (GRAPHIC) — 7KB
• 0001493152-24-012858.txt ( ) — 269KB
• invo-20240327.xsd (EX-101.SCH) — 3KB
• invo-20240327_lab.xml (EX-101.LAB) — 33KB
• invo-20240327_pre.xml (EX-101.PRE) — 22KB
• form8-ka_htm.xml (XML) — 4KB

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): March 27, 2024 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 April 1, 2024 (the " Original Filing "), solely to include Exhibit 5.1, which was inadvertently omitted from the Original Filing. No other changes have been made from the Original Filing. Item 1.01 Entry into a Material Definitive Agreement. On March 27, 2024, INVO Bioscience, Inc., a Nevada corporation (the " Company ") entered into a purchase agreement (the " Purchase Agreement ") with Triton Funds LP (" Triton "), pursuant to which the Company agreed to sell, and Triton agreed to purchase, upon the Company's request in one or more transactions, up to 1,000,000 shares of the Company's common stock, par value $0.0001 per share, providing aggregate gross proceeds to the Company of up to $850,000. Triton will purchase the shares of common stock under the Purchase Agreement at the price of $0.85 per share. The purchase agreement expires upon the earlier of the sale of all 1,000,000 shares of the Company's common stock or December 31, 2024. Among other limitations, unless otherwise agreed upon by Triton, each individual sale of shares of common stock will be limited to no more than the number of shares of common stock that would result in the direct or indirect beneficial ownership by Triton of more than 9.99% of the then-outstanding shares of common stock. In addition, the total cumulative number of shares of common stock that may be issued to Triton under the Purchase Agreement may not exceed the requirements of Nasdaq Listing Rule 5635(d), except that such limitation will not apply in the event the Company obtains stockholder approval of the shares of common stock to be issued under the Purchase Agreement, if necessary, in accordance with the requirements of Nasdaq Listing Rule 5635(d). The Purchase Agreement provides that the Company will file a prospectus supplement (the "Prospectus Supplement") to its Registration covering the offering and sale of the shares of common stock to Triton pursuant to the Purchase Agreement. Triton's obligation to purchase shares of common stock under the Purchase Agreement is conditioned upon, among other things, the filing of the Prospectus Supplement and the Base Registration Statement remaining effective. The Purchase Agreement contains customary representations, warranties, and covenants by each of the Company and Triton. Actual sales of shares of common stock to Triton will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the common stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations. Triton has no right to require any sales of shares of common stock by the Company but is obligated to make purchases of shares of common stock from the Company from time to time, pursuant to directions from the Company, in

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