INVO Bioscience Reports Material Agreements & Asset Changes

TL;DR

INVO Bioscience filed an 8-K detailing material agreements, asset changes, and equity sales as of Oct 11.

AI Summary

INVO Bioscience, Inc. filed an 8-K on October 15, 2024, reporting several key events as of October 11, 2024. These include entering into a material definitive agreement, completion of an acquisition or disposition of assets, unregistered sales of equity securities, and changes in directors or officers. The company also amended its articles of incorporation or bylaws and reported other events.

Why It Matters

This 8-K filing indicates significant corporate actions, including potential acquisitions or dispositions and equity sales, which could impact INVO Bioscience's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and potential asset dispositions, which can introduce financial and operational risks.

Key Players & Entities

• INVO Bioscience, Inc. (company) — Registrant
• October 11, 2024 (date) — Earliest event reported
• October 15, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — ction 12(b) of the Act: Common Stock, $0.0001 par value INVO The Nasdaq Stock Mar
• $16,000,000 — s stockholders' equity of approximately $16,000,000, which the Company believes – as detail
• $0.000001 — hare of Class A common stock, par value $0.000001 per share, and Class B common stock, pa
• $8,575,833 — ), with a combined principal balance of $8,575,833 converted into the right to receive 669
• $3,934,146 — ebenture issued to FNL in the amount of $3,934,146 was exchanged for a 7.0% Senior Secured
• $0.93055 — y common stock at a conversion price of $0.93055 per share, subject to adjustment as des
• $437,127 — Maturity Date, the Company shall redeem $437,127.24, plus accrued but unpaid interest an
• $3,000,000 — ny receives gross proceeds of more than $3,000,000 from any equity or debt financings (oth
• $500,000 — ) of such gross proceeds, not to exceed $500,000, to the redemption of the principal amo
• $30,000 — increase its monthly payments by up to $30,000 if the Company closes a private offerin
• $1,000.00 — es C-1 Preferred with a stated value of $1,000.00 per share were authorized under the Ser
• $1,000 — ies C-1 Preferred has a stated value of $1,000.00, which is convertible into shares of
• $1.02913 — Stock ") at a conversion price equal to $1.02913 per share, subject to adjustment. The S
• $0.6893 — Stock ") at a conversion price equal to $0.6893 per share, subject to adjustment. The S

Filing Documents

• form8-k.htm (8-K) — 119KB
• ex2-1.htm (EX-2.1) — 572KB
• ex3-1.htm (EX-3.1) — 1KB
• ex3-2.htm (EX-3.2) — 104KB
• ex3-3.htm (EX-3.3) — 296KB
• ex4-1.htm (EX-4.1) — 227KB
• ex10-1.htm (EX-10.1) — 140KB
• ex10-2.htm (EX-10.2) — 25KB
• ex10-3.htm (EX-10.3) — 67KB
• ex99-1.htm (EX-99.1) — 17KB
• ex3-1_001.jpg (GRAPHIC) — 537KB
• ex3-1_002.jpg (GRAPHIC) — 390KB
• ex99-1.jpg (GRAPHIC) — 9KB
• 0001493152-24-041062.txt ( ) — 3329KB
• invo-20241011.xsd (EX-101.SCH) — 3KB
• invo-20241011_lab.xml (EX-101.LAB) — 33KB
• invo-20241011_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 11, 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. INTRODUCTORY NOTE INVO Bioscience, Inc., a Nevada corporation (the " Company ") is filing this Current Report on Form 8-K (this " Form 8-K ") to disclose the consummation of the Company's acquisition of NAYA Biosciences, Inc., a Delaware corporation (" NAYA ") pursuant to an Amended and Restated Agreement and Plan of Merger by and among the Company, NAYA, and INVO Merger Sub Inc., a wholly owned subsidiary of the Company and a Delaware corporation (" Merger Sub ") dated as of October 11, 2024 therewith (the " Merger Agreement ") , (b) the filing with the Nevada Secretary of State a Certificate of Designation of Series C-1 Convertible Preferred Stock and of a Certificate of Designation of Series C-2 Convertible Preferred Stock, and (c) the closing of the transactions contemplated by the Merger Agreement, which occurred on October 11, 2024 (the " Closing Date ") (together, the " Merger "). All capitalized terms in this introductory note not otherwise defined here are defined below in this Form 8-K. The closing of the Merger resulted in an increase in the Company's stockholders' equity of approximately $16,000,000, which the Company believes – as detailed in this Form 8-K below – is sufficient to evidence compliance with the Nasdaq listing criteria and to maintain its listing on Nasdaq. Item 1.01 Entry into a Material Definitive Agreement. Amended and Restated Merger Agreement On October 11, 2024 (the " Effective Time "), INVO, Merger Sub, and NAYA, entered into the Merger Agreement and consummated and the transactions contemplated thereby. Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub merged with and into NAYA, with NAYA continuing as the surviving corporation and a wholly owned subsidiary of the Company. At the Effective Time and as a result of the consummation of the Merger: Each share of Class A common stock, par value $0.000001 per share, and Class B common stock, par value $0.000001 per share, of NAYA (" NAYA common stock ") outstanding immediately prior to the effective time of the Merger, other than certain excluded shares held by NAYA as treasury stock or owned by the Company or Merger Sub, automatically converted into the right to receive 118,148 shares of the Company's common stock and 30,375 shares of the Company's newly-designated Series C-1 Convertible Preferred Stock (the " Series C-1 Preferred "). The Series C-1 Preferred is not redeemable, has no voting rights, and may not be converted into shares of the Company's Common Stock unless and until the Company's stockholders approve the issuance of common stock upon conversion of the Series C-1 Preferred. If the Company's stockholders approve the issuance of common stock upon conversion of the Series C-1 Preferred, such Series C-1 Preferred will automatically convert into approximately 29,515,315 shares of the Company's common stock, subject to adjustment if, as a result of such conversion if, after giving effect to the conversion or issuance, any single holder, together w

View Full Filing

View this 8-K filing on SEC EDGAR