8-K

UNITED

STATES

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) July 31, 2023

INVO

BIOSCIENCE, INC.

(Exact name of registrant as specified in its charter)

Nevada	001-39701	20-4036208
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation)	(Commission<br><br> <br>File<br> Number)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)

5582Broadcast Court

Sarasota,FL 34240

(Address of principal executive offices, including zip code)

(978) 878-9505

(Registrant’s telephone number, including area code)

NotApplicable

(Former name or former address, if changed since last report)

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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common<br> Stock, $0.0001 par value	INVO	The<br> Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Extensionof Closing of Asset Purchase and Membership Interest Purchase Agreements

Effective July 31, 2023, a letter agreement (the “Letter Agreement”) was entered into among the parties (the “Parties”) to that certain (i) Closing Agreement—Asset Purchase Agreement On July 7, 2023 Wood Violet Fertility LLC (“Buyer”), a wholly owned subsidiary of INVO Bioscience, Inc. (the “Company”) entered into a closing agreement (the “APA Closing Agreement”) with Wisconsin Fertility and Reproductive Surgery Associates, S.C., a Wisconsin professional service corporation d/b/a Wisconsin Fertility Institute (“WFRSA”), The Elizabeth Pritts Revocable Living Trust (“Seller”) and Dr. Elizabeth Pritts, an individual and sole trust of Seller (“Dr. Pritts”, and together with the Seller, the “Seller Parties” related to that certain Asset Purchase Agreement dated March 16, 2023 between the parties listed above – the “Asset Purchase Agreement”) and (ii) Closing Agreement—Membership Interest Purchase Agreement. On July 7, 2023, Buyer entered into a closing agreement (the “MIPA Closing Agreement”) with Fertility Labs of Wisconsin, LLC, a Wisconsin limited liability company (“FLOW”), IVF Science, LLC and Dr. Pritts as trustee for the Elizabeth Pritts Revocable Living Trust (each a “FLOW Seller” and collectively the “FLOW Sellers”) and the Sellers’ Representative (as defined in that certain Membership Interest Purchase Agreement dated March 16, 2023 between the parties listed above (the “Membership Interest Purchase Agreement”). Capitalized terms defined below have the meanings set forth in the Asset Purchase Agreement and Membership Interest Purchase Agreement.

Under the terms the Letter Agreement, the Parties agreed as follows:

The Parties agreed that the Closing Date under each of the Asset Purchase Agreement and the Membership Interest Purchase Agreement shall be extended to August 10, 2023. In consideration of this extension, it was further agreed by the Parties that:

1.	Under<br> the Asset Purchase Agreement, the Company will assume the inter-company loan owed by Wisconsin Fertility and Reproductive<br> Surgery Associates, S.C., in the amount of $268,054.32.
2.	The<br> Sellers and the FLOW Sellers, respectively, under the Asset Purchase Agreement and the Membership Interest Purchase<br> Agreement will retain accounts receivable earned prior to the Closing Date of each such Agreement and the Management Services<br> Agreement, and the parties may revise such Agreements if necessary prior to the Closing Date solely to effect the foregoing.
3.	The<br> Company acknowledges and agrees that pursuant<br> to the current terms of the Management Services Agreement and Employee Leasing Agreement, the payroll and benefits of all employees<br> will be paid prior to any payments remitted to the Company.
4.	The Company also agreed to amend Dr. Megid’s Employment<br> Agreement to provide for an additional $300,000 in compensation (total) over the next three years

The foregoing summary of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such Letter Agreement which is filed hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Exhibit
10.1	Letter Agreement dated July 31, 2023
104	Cover<br> Page Interactive Data File (embedded within the XBRL document)

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SIGNATURES

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:<br> August 1, 2023	INVO BIOSCIENCE, INC.
	/s/ Steven Shum
	Steven<br> Shum
	Chief<br> Executive Officer

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Exhibit10.1

INVO Centers, LLC

5582 Broadcast Court, Sarasota, Florida 342240

July 31, 2023

Wisconsin<br> Fertility and Reproductive Surgery<br><br> <br>Associates, S.C. d/b/a Wisconsin Fertility Institute<br><br> <br>3146<br> Deming Way<br><br> <br>Middleton,<br> WI 53562<br><br> <br>Attention:<br> Elizabeth Pritts MD	Fertility<br> Labs of Wisconsin LLC<br><br> <br>3146<br> Deming Way<br><br> <br>Middleton,<br> WI 53562<br><br> <br><br><br> <br>Attention:<br> Elizabeth Pritts MD
	Wael<br> Abdel Megid PhD
Elizabeth<br> Pritts Revocable Living Trust<br><br> <br>3146<br> Deming Way<br><br> <br>Middleton,<br>WI 53562	IVF Science, LLC<br><br> <br>9602<br> Blue Heron Drive<br><br> <br>Middleton,<br>WI 53562

RE: Extension of Closing- Asset Purchase and Membership Interest Purchase Agreements

Dr. Pritts, Dr. Megid:

This letter outlines key changes to our Asset Purchase and Membership Interest Purchase Agreements, each dated March 16, 2023 and as extended by the related Closing Agreements, each dated July 7, 2023, each agreed to on the terms below as evidenced by our respective signatures (above and below):

1.	Each<br> Agreement’s Closing Date is hereby extended to August 10, 2023.
2.	Under<br> the Asset Purchase Agreement, INVO Bioscience, Inc. will assume the inter-company loan owed by Wisconsin Fertility and Reproductive<br> Surgery Associates, S.C., for $268,054.32.
3.	The<br> Sellers under each Agreement will retain accounts receivable earned prior to the Closing Date of each Agreement and the Management<br> Services Agreement, and the parties may revise the Agreements if necessary prior to the Closing Date solely to effect the foregoing.
4.	INVO<br> Bioscience, Inc. acknowledges and agrees that pursuant to the current terms of the Management Services Agreement and Employee<br> Leasing Agreement, the payroll and benefits of all employees will be paid prior to any payments remitted to INVO Bioscience, Inc.
	Separately, INVO Bioscience, Inc. agrees to amend Dr.<br> Megid’s Employment Agreement to provide for an additional $300,000 in compensation (total) over the next three years.
Very<br> truly yours,
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Wood<br> Violet Fertility, LLC
/s/ Steve Shum
By:	Steve<br> Shum, President
Agreed<br> and Accepted:
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/s/<br> Elizabeth Pritts MD
Elizabeth<br> Pritts, MD, individually and on behalf of
Wisconsin<br> Fertility and Reproductive Surgery Associates, S.C.,
Fertility<br> Labs of Wisconsin LLC and
The<br> Elizabeth Pritts Revocable Living Trust
/s/<br> Wael Megid
Wael<br> Megid, individually and on behalf of
IVF<br> Science LLC