INVO Fertility, Inc 8-K, filed Dec 5, 2022
INVO Fertility, Inc. (IVF)
About this 8-K
INVO Fertility, Inc filed this 8-K on December 5, 2022, reporting on events of November 29, 2022.
Items reported
- Item 2.03: New debt or off-balance-sheet obligation
- Item 9.01: Financial statements and exhibits
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
Date
of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S.
Employer Identification No.) |
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(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 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
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 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
From November 29, 2022 through December 2, 2022, INVO Bioscience, Inc. (the “Company”) received $150,000 through the issuance of demand promissory notes of which (1) $75,000 was received from our Chief Executive Officer, Steven Shum ($60,000 on November 29, 2022 and $15,000 on December 2, 2022) and (2) $75,000 was received from an entity controlled by our Chief Financial Officer, Andrea Goren (on November 29, 2022). If paid prior to January 31, 2023, the demand promissory notes are interest free until January 31, 2023. For any amount that remains outstanding past January 31, 2023, 10% annual interest would accrue from the date of issuance. At maturity, the Company agreed to pay outstanding principal, a 10% financing fee and accrued interest, if any. The demand promissory notes are callable with 10 days prior written notice, which may be delivered to the Company starting 30 days from issuance.
The foregoing summary of the demand promissory notes does not purport to be complete and is qualified in its entirety by reference to the full text of such demand notes, copies of which are filed as Exhibits 4.1-4.3 hereto and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. | Exhibit | |
| 4.1 | Demand Promissory Note dated November 29, 2022 issued by INVO Bioscience, Inc. in favor of Steven Shum in the amount of $60,000. | |
| 4.2 | Demand Promissory Note dated November 29, 2022 issued by INVO Bioscience, Inc. in favor of Andax LLC in the amount of $75,000. | |
| 4.3 | Demand Promissory Note dated December 2, 2022 issued by INVO Bioscience, Inc. in favor of Steven Shum in the amount of $15,000. | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) |
| -2- |
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: December 5, 2022 | INVO BIOSCIENCE, INC. |
| /s/ Steven Shum | |
| Steven Shum | |
| Chief Executive Officer |
| -3- |
Exhibit 4.1
DEMAND PROMISSORY NOTE
| $60,000.00 | Sarasota, FL |
| November 29, 2022 |
For value received, and intending to be legally bound, INVO Bioscience Inc. (the “Maker”), promises to pay the total sum of sixty thousand dollars ($60,000.00) to STEVE SHUM (the “Holder”) together with a financing fee (the “Fee”) of ten percent (10%). Should this demand promissory note (this “Note”) not be repaid in full by January 31, 2023, interest shall accrue on the Note from the date hereof until paid, at the rate of ten percent (10%) per annum (computed on the basis of a 360-day year of twelve 30-day months). Principal, the Fee and any interest due shall be paid in full on demand, following ten (10) calendar day prior written notice, which may be given by Holder starting on December 29, 2022. Payments shall be applied first to any accrued interest and then to the financing fee and shall be made at such place as the Holder may direct.
This Note may be prepaid in whole or in part at any time without penalty, premium or other consideration.
All presentment notice of protest or notice of nonpayment or dishonor are hereby waived, and the failure of the Holder to exercise any of his rights hereunder in any instance shall not constitute a waiver thereof in that or any other instance.
Notwithstanding anything stated to the contrary herein, this Note shall become immediately due and payable, without any demand or notice whatsoever, upon the commencement of any bankruptcy, reorganization, receivership or insolvency proceeding by or against the Maker, or upon the Maker making any assignment for the benefit of creditors.
In the event that this Note, together with all accrued but unpaid interest hereon, is not paid within ten (10) days after the date upon which payment becomes due pursuant to the terms of this Note, then the Maker agrees to pay all reasonable attorney’s fees and expenses incurred by the Holder in enforcing the obligations of the Maker under this Note.
This Note may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of the Maker or the Holder, but only by an agreement in writing signed by both the Maker and the Holder.
This note shall be construed in accordance with the laws of the State of New York, without regard to those provisions related to choice of law.
[Signature follows on next page]
| -1- |
IN WITNESS WHEREOF, the Maker has executed and delivered this instrument effective as of the date first written above.
| By Maker: | Reviewed and Approved By: | |
| /s/ Andrea Goren | /s/ Matthew Szot | |
| Andrea Goren | Matthew Szot | |
| Chief Financial Officer | Chairman, Audit Committee | |
| INVO Bioscience Inc. | INVO Bioscience Inc. |
| -2- |
Exhibit 4.2
DEMAND PROMISSORY NOTE
| $75,000.00 | Sarasota, FL |
| November 29, 2022 |
For value received, and intending to be legally bound, INVO Bioscience Inc. (the “Maker”), promises to pay the total sum of seventy five thousand dollars ($75,000.00) to ANDAX LLC (the “Holder”) together with a financing fee (the “Fee”) of ten percent (10%). Should this demand promissory note (this “Note”) not be repaid in full by January 31, 2023, interest shall accrue on the Note from the date hereof until paid, at the rate of ten percent (10%) per annum (computed on the basis of a 360-day year of twelve 30-day months). Principal, the Fee and any interest due shall be paid in full on demand, following ten (10) calendar day prior written notice, which may be given by Holder starting on December 29, 2022. Payments shall be applied first to any accrued interest and then to the financing fee and shall be made at such place as the Holder may direct.
This Note may be prepaid in whole or in part at any time without penalty, premium or other consideration.
All presentment notice of protest or notice of nonpayment or dishonor are hereby waived, and the failure of the Holder to exercise any of his rights hereunder in any instance shall not constitute a waiver thereof in that or any other instance.
Notwithstanding anything stated to the contrary herein, this Note shall become immediately due and payable, without any demand or notice whatsoever, upon the commencement of any bankruptcy, reorganization, receivership or insolvency proceeding by or against the Maker, or upon the Maker making any assignment for the benefit of creditors.
In the event that this Note, together with all accrued but unpaid interest hereon, is not paid within ten (10) days after the date upon which payment becomes due pursuant to the terms of this Note, then the Maker agrees to pay all reasonable attorney’s fees and expenses incurred by the Holder in enforcing the obligations of the Maker under this Note.
This Note may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of the Maker or the Holder, but only by an agreement in writing signed by both the Maker and the Holder.
This note shall be construed in accordance with the laws of the State of New York, without regard to those provisions related to choice of law.
[Signature follows on next page]
| -1- |
IN WITNESS WHEREOF, the Maker has executed and delivered this instrument effective as of the date first written above.
| By Maker: | Reviewed and Approved By: | |
| /s/ Steve Shum | /s/ Matthew Szot | |
| Steve Shum | Matthew Szot | |
| Chief Executive Officer | Chairman, Audit Committee | |
| INVO Bioscience Inc. | INVO Bioscience Inc. |
| -2- |
Exhibit 4.3
DEMAND PROMISSORY NOTE
| $15,000.00 | Sarasota, FL |
| December 2, 2022 |
For value received, and intending to be legally bound, INVO Bioscience Inc. (the “Maker”), promises to pay the total sum of fifteen thousand dollars ($15,000.00) to STEVE SHUM (the “Holder”) together with a financing fee (the “Fee”) of ten percent (10%). Should this demand promissory note (this “Note”) not be repaid in full by January 31, 2023, interest shall accrue on the Note from the date hereof until paid, at the rate of ten percent (10%) per annum (computed on the basis of a 360-day year of twelve 30-day months). Principal, the Fee and any interest due shall be paid in full on demand, following ten (10) calendar day prior written notice, which may be given by Holder starting on January 2, 2023. Payments shall be applied first to any accrued interest and then to the financing fee and shall be made at such place as the Holder may direct.
This Note may be prepaid in whole or in part at any time without penalty, premium or other consideration.
All presentment notice of protest or notice of nonpayment or dishonor are hereby waived, and the failure of the Holder to exercise any of his rights hereunder in any instance shall not constitute a waiver thereof in that or any other instance.
Notwithstanding anything stated to the contrary herein, this Note shall become immediately due and payable, without any demand or notice whatsoever, upon the commencement of any bankruptcy, reorganization, receivership or insolvency proceeding by or against the Maker, or upon the Maker making any assignment for the benefit of creditors.
In the event that this Note, together with all accrued but unpaid interest hereon, is not paid within ten (10) days after the date upon which payment becomes due pursuant to the terms of this Note, then the Maker agrees to pay all reasonable attorney’s fees and expenses incurred by the Holder in enforcing the obligations of the Maker under this Note.
This Note may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of the Maker or the Holder, but only by an agreement in writing signed by both the Maker and the Holder.
This note shall be construed in accordance with the laws of the State of New York, without regard to those provisions related to choice of law.
[Signature follows on next page]
IN WITNESS WHEREOF, the Maker has executed and delivered this instrument effective as of the date first written above.
| By Maker: | Reviewed and Approved By: | |
| /s/ Andrea Goren | /s/ Matthew Szot | |
| Andrea Goren | Matthew Szot | |
| Chief Financial Officer | Chairman, Audit Committee | |
| INVO Bioscience Inc. | INVO Bioscience Inc. |