10-K/A
INVO Fertility, Inc. (IVF)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
(AmendmentNo. 2)
| ☒ | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
|---|---|
| For the fiscal year ended December 31, 2022 |
or
| ☐ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
|---|---|
| For the transition period from to |
INVO
BIOSCIENCE, INC.
(Exact name of registrant as specified in Charter)
| Nevada | 001-39701 | 20-4036208 |
|---|---|---|
| (State<br> or other jurisdiction of<br><br> incorporation or organization) | (Commission<br><br> <br>File<br> No.) | (IRS<br> Employee<br><br> <br>Identification<br> No.) |
5582Broadcast Court Sarasota, Florida, 34240
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (978) 878-9505
Securities
registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common Stock, $0.0001 par value per share | INVO | The Nasdaq Stock Market LLC |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ☐ NO ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large<br> accelerated filer ☐ | Accelerated<br> filer ☐ |
|---|---|
| Non-accelerated<br> filer ☐ | Smaller<br> reporting company ☒ |
| Emerging<br> 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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Yes ☐ No ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO ☒
The
aggregate market value of the voting stock and non-voting common equity held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter ended June 30, 2022 was $7,763,391 based upon the closing price of the registrant’s common stock of $0.64 on the NASDAQ as of that date.
The
number of shares outstanding of the registrant’s common stock, $0.0001 par value, as of April 17, 2023 was 13,971,283.
DOCUMENTS
INCORPORATED BY REFERENCE
None.
| Audit Firm Id | Auditor Name: | Auditor Location: |
|---|---|---|
| 2738 | M&K<br> CPAS, PLLC | Houston,<br> TX |
Explanatory
Note
This Amendment No. 2 to Form 10-K (this “Amendment” or “Amendment No. 2”) amends the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 originally filed on April 17, 2023 (the “Original Filing”) and amended on April 27, 2023 (the “First Amendment”) by INVO Bioscience, Inc., a Nevada corporation (“INVO,” the” Company,” “we,” or “us”). We are filing this Amendment to include an updated consent of M&K CPA’s PLLC, our independent registered public accounting firm (the “Auditors”), to the incorporation in previously filed Registration Statements on Forms S-3 and S-8 Nos. 333-234230, 333-252228, 333-255096, 333-263239, and 333-269258 of its report dated April 17, 2023 of the Company relating to the audit of the consolidated financial statements as of December 31, 2022 and 2021, and for the periods then ended, including an explanatory paragraph regarding the Company’s ability to continue as a going concern, and the reference to the Auditors under the caption “Experts” in such registration statements.
In addition, Item 15 of Part IV is being amended solely to include currently dated certifications in accordance with Rule 12b-15 promulgated by the SEC under the Securities Exchange Act of 1934, as amended, with paragraphs 3, 4, and 5 omitted, since no financial statements are contained within this Amendment. Because no financial statements are contained within this Amendment, the Company is not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act 0f 2002 or any disclosures with respect to Items 307 or 308 of Regulation S-K.
Except as described above, no other changes have been made to the Original Filing or the First Amendment. The Original Filing and the First Amendment continue to speak as of the date of the Original Filing and the First Amendment, respectively, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing or the First Amendment, respectively. Accordingly, this Amendment should be read in conjunction with our Original Filing, the First Amendment, and our other filings made with the SEC subsequent to the filing of the Form 10-K.
PartIV
Item15. Exhibits and Financial Statement Schedules
| (a) | The<br> following documents are filed as part of this report: |
|---|
3. Exhibits:
The exhibits listed in the Original Filing and the exhibits listed below in this Amendment are filed with, or incorporated by reference in, this report.
Item16. Form 10-K Summary
Not applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized on March 27, 2024.
| INVO Bioscience, Inc. | ||
|---|---|---|
| Date:<br> March 27, 2024 | By: | /s/ Steven Shum |
| Steven Shum | ||
| Chief Executive Officer<br><br> <br>(Principal<br> Executive Officer) |
Exhibit23.1
CONSENTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation in Registration Statements on Forms S-3 and S-8 Nos. 333-234230, 333-252228, 333-255096, 333-263239, and 333-269258 of our report dated April 17, 2023, of INVO Bioscience, Inc. relating to the audit of the consolidated financial statements as of December 31, 2022 and 2021, and for the periods then ended, including an explanatory paragraph regarding the Company’s ability to continue as a going concern, and the reference to our firm under the caption “Experts” in the Registration Statement.
| /s/ M&K CPA’s, PLLC |
|---|
| Houston,<br> TX |
| March<br> 27, 2024 |
EXHIBIT31.5
CERTIFICATIONBY THE PRINCIPAL EXECUTIVE OFFICER
PURSUANTTO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Steven Shum, certify that:
1. I have reviewed this Annual Report on Form 10-K/A of INVO Bioscience, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
| Date:<br> March 27, 2024 | /s/ Steven Shum |
|---|---|
| Steven<br> Shum<br><br> <br>Chief<br> Executive Officer |
EXHIBIT31.6
CERTIFICATIONBY THE PRINCIPAL FINANCIAL OFFICER
PURSUANTTO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Andrea Goren, certify that:
1. I have reviewed this Annual Report on Form 10-K/A of INVO Bioscience, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
| Date:<br> March 27, 2024 | /s/ Andrea Goren |
|---|---|
| Andrea<br> Goren<br><br> <br>Chief<br> Financial Officer |