8-K
INVO Fertility, Inc. (IVF)
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): January 19, 2024
INVO
BIOSCIENCE, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-39701 | 20-4036208 |
|---|---|---|
| (State<br> or other jurisdiction <br><br> of incorporation) | (Commission<br> <br><br> File Number) | (IRS<br> Employer <br><br> Identification No.) |
5582Broadcast Court
Sarasota,Florida 34240
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (978) 878-9505
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) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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:
| Common Stock, $0.0001 par value | INVO | The Nasdaq Stock Market LLC |
|---|---|---|
| (Title<br> of Each Class) | (Trading<br> Symbol) | (Name<br> of Each Exchange on Which Registered) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR §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. ☐
Item8.01 Other Events
As previously disclosed in a Current Report on Form 8-K filed on January 3, 2024, INVO Bioscience, Inc., a Nevada corporation (the “Company”) entered into a securities purchase agreement (the “SPA”) with NAYA Bioscience, Inc. (“NAYA”) on December 29, 2023 for NAYA’s purchase of 1,000,000 shares of the Company’s Series A Preferred Stock at a purchase price of $5.00 per share. The parties agreed that NAYA’s purchases will be made in tranches in accordance with the Minimum Interim Pipe Schedule. The SPA contains customary representations, warranties and covenants of the Company and NAYA.
As of January 31, 2024, NAYA had failed to fund the second tranche of $500,000 due no later than January 19, 2024.
In accordance with the previously announced agreement and plan of merger (the “Merger Agreement”) by and among the Company, INVO Merger Sub, Inc. (“Merger Sub”), and NAYA, the Company is now seeking to secure alternative funding to make up for the shortfall.
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: February 1, 2024
| INVO BIOSCIENCE, INC. | |
|---|---|
| By: | /s/ Steven Shum |
| Steven<br> Shum | |
| Chief<br> Executive Officer |