INVO Bioscience Reports Unregistered Equity Sales, Material Agreement
Ticker: IVF · Form: 8-K · Filed: Jan 3, 2024 · CIK: 1417926
| Field | Detail |
|---|---|
| Company | Invo Bioscience, INC. (IVF) |
| Form Type | 8-K |
| Filed Date | Jan 3, 2024 |
| Risk Level | medium |
| Pages | 4 |
| Reading Time | 5 min |
| Key Dollar Amounts | $0.0001, $5,000,000, $5.00, $2,000,000, $500,000 |
| Sentiment | mixed |
Complexity: simple
Sentiment: mixed
Topics: equity-sales, material-agreement, capital-raise, dilution
TL;DR
**INVO just sold new shares privately, likely diluting existing stock.**
AI Summary
INVO Bioscience, Inc. (INVO) filed an 8-K on January 3, 2024, reporting events from December 27, 2023, concerning an "Entry into a Material Definitive Agreement" and "Unregistered Sales of Equity Securities." This indicates the company likely raised capital by selling new shares without a public offering, which could dilute existing shareholders' ownership. For investors, this matters because while it provides the company with funds, it could also put downward pressure on the stock price due to the increased number of shares outstanding.
Why It Matters
This filing signals that INVO Bioscience has secured new funding, but the method of unregistered equity sales often leads to dilution for current shareholders, potentially impacting share value.
Risk Assessment
Risk Level: medium — The sale of unregistered equity securities can dilute existing shareholder value and may indicate a need for capital that couldn't be raised through traditional public offerings.
Analyst Insight
An investor should investigate the specifics of the 'Material Definitive Agreement' and the 'Unregistered Sales of Equity Securities' to understand the terms, the amount of capital raised, and the extent of potential dilution before making any investment decisions.
Key Players & Entities
- INVO Bioscience, Inc. (company) — the registrant filing the 8-K
- December 27, 2023 (date) — date of the earliest event reported
- January 3, 2024 (date) — date the 8-K was filed
- Nevada (company) — state of incorporation for INVO Bioscience, Inc.
- Sarasota, Florida (company) — location of INVO Bioscience, Inc.'s principal executive offices
FAQ
What specific items did INVO Bioscience, Inc. report in this 8-K filing?
INVO Bioscience, Inc. reported an "Entry into a Material Definitive Agreement" and "Unregistered Sales of Equity Securities," along with "Other Events" and "Financial Statements and Exhibits" as per the Item Information section of the filing.
What was the earliest event date reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on December 27, 2023, as stated in the 'Date of Report (Date of earliest event reported)' section.
What is the trading symbol and the exchange where INVO Bioscience, Inc.'s common stock is registered?
The trading symbol for INVO Bioscience, Inc.'s common stock is 'INVO', and it is registered on The Nasdaq Stock Market LLC, as indicated under 'Securities registered pursuant to Section 12(b) of the Act'.
What is the business address and phone number of INVO Bioscience, Inc.?
The business address of INVO Bioscience, Inc. is 5582 Broadcast Court, Sarasota, Florida 34240, and their telephone number is (978) 878-9505, according to the 'BUSINESS ADDRESS' and 'Registrant’s telephone number' sections.
What was the former name of INVO Bioscience, Inc. and when did the name change occur?
The former name of INVO Bioscience, Inc. was EMY'S SALSA AJI DISTRIBUTION COMPANY, INC., and the name change occurred on November 8, 2007 (20071108), as detailed in the 'FORMER COMPANY' section.
Filing Stats: 1,342 words · 5 min read · ~4 pages · Grade level 12 · Accepted 2024-01-03 17:29:45
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 Dec 29, 2023, (2) $500,00
- $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-k.htm (8-K) — 53KB
- ex2-1.htm (EX-2.1) — 25KB
- ex10-1.htm (EX-10.1) — 225KB
- 0001493152-24-000338.txt ( ) — 506KB
- invo-20231227.xsd (EX-101.SCH) — 3KB
- invo-20231227_lab.xml (EX-101.LAB) — 33KB
- invo-20231227_pre.xml (EX-101.PRE) — 22KB
- form8-k_htm.xml (XML) — 3KB
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Description 2.1 Second Amendment to Agreement and Plan of Merger by and among INVO Bioscience, Inc., INVO Merger Sub, Inc., and NAYA Biosciences, Inc. dated December 27, 2023. 10.1 Securities Purchase Agreement by and between INVO Bioscience, Inc. and NAYA Biosciences, Inc. dated as of December 29, 2023. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 3, 2024 INVO BIOSCIENCE, INC. By: /s/ Steven Shum Steven Shum Chief Executive Officer