INVO Bioscience and NAYA Biosciences Finalize Merger
SARASOTA, Fla. and MIAMI - INVO Bioscience (“INVO”) has successfully closed its merger with NAYA Biosciences, a company committed to advancing patient access to groundbreaking treatments in oncology and autoimmune diseases. With this strategic merger, the new entity will operate under the name NAYA Biosciences listed on NASDAQ as “NAYA.” As part of this transition, the company will not only maintain its existing revenue-generating fertility business, but also broaden its horizons by developing first-in-class clinical-stage assets targeting critical therapeutic areas.
Leadership Team Driving Growth
The leadership of the newly formed company comprises experienced executives who bring a wealth of knowledge and strategic insight. Steve Shum, the CEO of INVO, continues his role in guiding the new organization. He will be joined by Andrea Goren, INVO's CFO, and Dr. Daniel Teper, the founder of NAYA Biosciences, who will take on the role of President of the newly merged entity and CEO of the NAYA Therapeutics subsidiary. Dr. Teper’s extensive background, spanning over three decades in biopharma, positions him optimally to drive the company's growth initiatives.
Value Creation for Shareholders
In his remarks, Steve Shum expressed confidence in the merger, highlighting the potential for significant value creation for current and future shareholders. The fusion of robust, scalable revenues from the fertility sector with the innovative therapeutic developments streamlines risk-return profiles, making it an attractive option for investors. Additionally, the hub-and-spoke operational model adopted will facilitate shared resources and talent, fostering an environment ripe for agile and efficient subsidiary operations.
Advancements in Therapeutic Developments
Dr. Daniel Teper shared his enthusiasm about NAYA's growth trajectory as a public company, emphasizing improved capital accessibility that will expedite the development of their promising pipeline. Currently, their lead candidate—a GPC3-targeting FLEX-NK™ bispecific antibody—is preparing to enter Phase I/II clinical trials. This innovative therapeutic approach aims to address significant unmet needs among hepatocellular carcinoma (HCC) patients, particularly those who do not respond to standard treatment options such as checkpoint inhibitors. Furthermore, NAYA is advancing a CD38-targeting FLEX-NK™ bispecific antibody that shows potential to be a best-in-class solution in the highly competitive multiple myeloma market.
Details of the Merger
Under the terms established in the merger agreement, INVO has acquired 100% of NAYA's outstanding equity interests through a reverse triangular merger. This structure allows NAYA to proceed as a wholly owned subsidiary, ensuring a seamless transition. INVO provided a mixture of its common stock as well as Series C-1 and C-2 preferred stock to NAYA’s security holders as part of this merger arrangement. The proposed stockholder approval will facilitate the conversion of specific preferred shares into common stock, set with ownership limitations to maintain corporate governance integrity.
Future Outlook and Additional Information
Analyzing the pro forma share distribution, INVO's equity holders will collectively hold 17.75% of the new entity immediately after the completion of these transactions. The merger has gained approval from the respective boards, generating excitement about the synergies and efficiencies expected from this united front. Comprehensive transparency about the merger will be provided through filings with the U.S. Securities and Exchange Commission (SEC), particularly through a Current Report on Form 8-K that details the Amended and Restated Merger Agreement.
Frequently Asked Questions
What is the purpose of the merger between INVO and NAYA?
The merger aims to enhance patient access to innovative treatments in oncology and autoimmune diseases while maintaining existing fertility services.
Who leads the newly formed NAYA Biosciences?
The leadership includes Steve Shum as CEO, Andrea Goren as CFO, and Dr. Daniel Teper as President and CEO of NAYA Therapeutics.
What are the key therapeutic focuses of NAYA after the merger?
NAYA's key focuses post-merger include developing treatments for hepatocellular carcinoma and multiple myeloma, utilizing their innovative FLEX-NK™ bispecific antibodies.
How will the merger impact INVO's existing operations?
INVO will continue its revenue-generating fertility business while expanding its portfolio to include developmental assets in cancer and autoimmune treatments.
Where can I find more information on the merger?
Further details can be found in the SEC filings related to the merger, available on the SEC's website.
