NAYA Biosciences Faces Delisting, Material Agreements
Ticker: IVF · Form: 8-K · Filed: Jan 16, 2025 · CIK: 1417926
Sentiment: bearish
Topics: delisting-notice, material-agreement, financial-obligation, regulation-fd
TL;DR
NAYA Biosciences might get delisted, signed new deals, and has financial obligations accelerating.
AI Summary
On January 10, 2025, NAYA Biosciences, Inc. filed an 8-K report detailing several significant events. These include entering into a material definitive agreement, triggering events that accelerate or increase financial obligations, and receiving a notice of delisting or failure to meet continued listing standards. The company also made a Regulation FD disclosure and filed financial statements and exhibits.
Why It Matters
The company is facing potential delisting, which could significantly impact its stock liquidity and investor confidence. The material definitive agreements and accelerated financial obligations suggest ongoing operational and financial challenges.
Risk Assessment
Risk Level: high — The notice of delisting and acceleration of financial obligations indicate severe financial distress and potential operational instability.
Key Players & Entities
- NAYA Biosciences, Inc. (company) — Registrant
- January 10, 2025 (date) — Date of earliest event reported
- 0001417926 (company) — Central Index Key
- 3841 (industry_code) — Standard Industrial Classification
- NV (state) — State of Incorporation
- 1231 (date) — Fiscal Year End
- 5582 BROADCAST COURT (address) — Business Street Address
- SARASOTA (city) — Business City
- FL (state) — Business State
- 34240 (zip_code) — Business Zip Code
FAQ
What specific material definitive agreement did NAYA Biosciences enter into?
The filing does not specify the details of the material definitive agreement, only that one was entered into.
What are the triggering events that accelerate or increase financial obligations?
The filing indicates that such events have occurred but does not provide specific details about the nature of these events or the obligations.
What is the reason for the notice of delisting or failure to meet continued listing standards?
The filing states there is a notice of delisting or failure to satisfy a continued listing rule or standard, but the specific reason is not detailed in this summary.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on January 10, 2025.
What was NAYA Biosciences, Inc. formerly known as?
NAYA Biosciences, Inc. was formerly known as INVO Bioscience, Inc. and prior to that, EMY'S SALSA AJI DISTRIBUTION COMPANY, INC.
Filing Stats: 2,376 words · 10 min read · ~8 pages · Grade level 13.3 · Accepted 2025-01-16 15:00:17
Key Financial Figures
- $0.0001 — ction 12(b) of the Act: Common Stock, $0.0001 par value NAYA The Nasdaq Stock Mar
- $0.70 — of Common Stock at an offering price of $0.70 per Unit. The warrants are exercisable
- $9.5 million — raising gross proceeds of approximately $9.5 million before deducting placement agent fees a
- $2,500,000 — he Company intends to utilize (i) up to $2,500,000 of the net proceeds to fund the second
- $4,000,000 — the Wisconsin Fertility Institute; (ii) $4,000,000 to redeem 4,000 shares of the Company's
- $1,950,000 — stated value of $4,000,000; (iii) up to $1,950,000 towards outstanding debt obligations th
- $0.875 — of Common Stock at an exercise price of $0.875 per share (the "Placement Agent Warrant
- $90,000 — r certain expenses and legal fees up to $90,000. The Placement Agency Agreement and t
- $104,444 — ") for $4,000,000. Accrued dividends of $104,444.44, plus any other accrued payments und
- $500,000 — the Offering, we were required to apply $500,000 of the gross proceeds of the Offering t
- $4,434,146 — e Debenture in the principal balance of $4,434,146 due December 11, 2025 held by FNL. As
- $129,800 — to repay the outstanding amount owed of $129,800 under a convertible promissory note hel
- $281,156 — to repay the outstanding amount owed of $281,156 under certain convertible promissory no
Filing Documents
- form8-k.htm (8-K) — 65KB
- ex1-1.htm (EX-1.1) — 145KB
- ex4-1.htm (EX-4.1) — 133KB
- ex4-2.htm (EX-4.2) — 130KB
- ex4-3.htm (EX-4.3) — 137KB
- ex4-4.htm (EX-4.4) — 140KB
- ex10-1.htm (EX-10.1) — 254KB
- ex10-2.htm (EX-10.2) — 41KB
- ex99-1.htm (EX-99.1) — 13KB
- 0001493152-25-002543.txt ( ) — 1445KB
- naya-20250110.xsd (EX-101.SCH) — 3KB
- naya-20250110_lab.xml (EX-101.LAB) — 33KB
- naya-20250110_pre.xml (EX-101.PRE) — 24KB
- form8-k_htm.xml (XML) — 3KB
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Description 1.1 Placement Agency Agreement by and between the Company and the Placement Agent dated January 13, 2025. 4.1 Warrant Agency Agreement dated as of January 14, 2025 between the Company and Transfer Online, Inc. 4.2 Form of Pre-Funded Warrant 4.3 Global Warrant 4.4 Form of Placement Agent Warrant 10.1 Form of Securities Purchase Agreement by and between the Company and certain investors dated January 13, 2025. 10.2 Class C-2 Preferred Stock Redemption Agreement 99.1 Pricing Press Release dated January 13, 2025 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 16, 2025 NAYA BIOSCIENCES, INC. By: /s/ Steven Shum Steven Shum Chief Executive Officer