INVO Fertility, Inc 8-K, filed Jan 20, 2022
INVO Fertility, Inc. (IVF)
About this 8-K
INVO Fertility, Inc filed this 8-K on January 20, 2022, reporting on events of January 15, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers, Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 15, 2022, the Compensation Committee of the Board of Directors (the “Board”) and the Board of INVO Bioscience, Inc. (the “Company”), approved and authorized compensation, as described below, to its non-employee directors to enable the Company to attract and retain qualified non-employee directors and in consideration of their service to the Company (the “Non-Employee Director Compensation”). The Board approved the following cash payments, stock grants and option grants under the Non-Employee Director Compensation: (1) each non-employee director receives a cash retainer fee of $25,000, a stock grant worth $25,000 and an option to purchase $25,000 worth of common stock; (2) the Chairs of the Audit Committee, the Nominating and Corporate Governance Committee, the Compensation Committee, and the Marketing Committee each receive (in addition to the compensation set forth in (1) above) an additional cash fee of $12,500, an additional stock grant worth $5,000 and an additional option to purchase $5,000 worth of common stock; (3) Directors serving on the above stated committees (other than the Chair of such committees) will receive (in addition to the compensation set forth in (1) above) an additional cash retainer of $5,000, an additional stock grant worth $2,000 and an additional option to purchase $2,000 worth of common stock. The Company calculated the amount of shares issuable with respect to the above-described stock grants using the closing price of the Company shares of common stock as listed on Nasdaq on January 14, 2022, or $3.61. The above-described stock options vest in equal monthly amounts over the course of one year, have a term of 10 years and an exercise price of $3.61. The stock grants and option grants were made under the Corporation’s 2019 Stock Incentive Plan (the “Plan”).
On January 15, 2022, the Compensation Committee of the Board and the Board approved and authorized the following equity compensation under the Plan to Steve Shum, CEO, Michael Campbell, COO and Andrea Goren, CFO. In consideration of services rendered in 2021: (1) for Steve Shum an equity bonus consisting of (A) 20,111 shares of common stock and (B) a stock option to purchase 57,018 shares of common stock; (2) for Michael Campbell an equity bonus consisting of (A) 15,236 shares of common stock and (B) a stock option to purchase 18,513 shares of common stock; and (3) for Andrea Goren an equity bonus consisting of (A) 5,361 shares of common stock and (B) a stock option to purchase 15,197 shares of common stock. The above-described stock options vest in equal monthly amounts over the course of three years, have a term of 10 years, and an exercise price of $3.61.
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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 thereunto duly authorized.
| INVO BIOSCIENCE, INC. | ||
| By: | /s/ Steven Shum | |
| Name: | Steven Shum | |
| Title: | Chief Executive Officer | |
| Dated: January 20, 2022 | ||
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