INVO Bioscience Updates Merger Plans with NAYA Biosciences

INVO Bioscience Extends Merger Agreement with NAYA

INVO Bioscience, Inc. (NASDAQ: INVO), a progressive player in the medical device sector, has announced a significant development regarding its merger with NAYA Biosciences, Inc. Following constructive negotiations, the parties have agreed to amend the merger agreement, extending the deadline for completion to October 14, 2024. This extension is intended to ensure alignment with Nasdaq's listing requirements and address previous contractual concerns.

Details of the Amended Agreement

Located in Sarasota, Florida, INVO Bioscience has consented to the purchase of 27,500 shares of its Series A Preferred Stock by NAYA for a sum of $137,500. This maneuver forms part of a wider arrangement, allowing NAYA to potentially acquire an additional 72,500 shares, totaling $362,500, contingent on the merger's ultimate realization.

Structure of the Merger Consideration

According to the revised agreement, the merger will involve a combination of INVO's common stock and a newly established Series C Convertible Preferred Stock. Importantly, the issuance of common stock will not exceed 19.9% of INVO's outstanding shares just prior to the merger, with any remaining balance compensated through Series C Preferred Stock. Furthermore, it has been noted that NAYA will likely transfer a majority of the common stock shares to its secured lender, Five Narrow Lane LP, after the merger transaction.

Shareholder Approval and Stock Meeting Plans

INVO Bioscience is committed to seeking shareholder consent for the issuance of common stock upon conversion of the Series C Preferred Stock. Plans to convene a stockholder meeting will occur within 120 days post-merger, contingent on any delays provoked by SEC feedback on the proxy statement. Once shareholder permission is obtained, the Series C Preferred Stock will automatically convert into common stock, representing around 60.1% of INVO's overall common stock.

Regulatory and Closing Conditions

The culmination of the merger is subject to conventional closing standards, including regulatory approvals. Additionally, the agreement upholds other customary closing prerequisites. This announcement was made to enlighten shareholders and the market about factual details surrounding the ongoing merger process.

Recent Developments at INVO Bioscience

In other noteworthy developments, INVO Bioscience has successfully received an extension from The Nasdaq Stock Market, allowing it to regain compliance with listing requisites. This decision followed a session with the Nasdaq Hearing Panel, which authorized additional time for the company to meet necessary standards to avoid potential delisting linked to inadequate stockholders' equity.

Ensuring Compliance with Nasdaq Requirements

As part of its strategic plan, INVO Bioscience sought and received an extension until October 14, 2024, to complete its acquisition of NAYA Biosciences, Inc., with the Nasdaq Panel accepting this request for continued listing contingent upon ongoing adherence to Nasdaq's Listing Rule 5505.

Ownership Changes in Subsidiary

In parallel, Wood Violet Fertility, LLC, which operates as a subsidiary of INVO Bioscience, has transferred ownership of Wisconsin Fertility and Reproductive Surgery Associates, S.C. to Dr. Donna Baldwin. This transition marked the end of employment for Dr. Elizabeth Pritts, the previous owner, officer, and director pertaining to the entity.

Frequently Asked Questions

What recent developments have occurred with INVO Bioscience?

INVO Bioscience has extended its merger agreement with NAYA Biosciences, giving both parties until October 14, 2024, to finalize the merger.

How will the merger affect INVO's stock structure?

The merger will involve common stock and a new Series C Convertible Preferred Stock, with specific limits on common stock issuance to ensure balance.

What approvals are necessary for the merger completion?

The merger completion is subject to customary regulatory approvals and closing conditions that must be satisfied.

How is INVO Bioscience ensuring compliance with Nasdaq?

INVO has obtained an extension from Nasdaq, allowing it additional time to meet listing requirements following potential delisting concerns.

What recent ownership change occurred in INVO's subsidiary?

Wood Violet Fertility, LLC transferred ownership of Wisconsin Fertility and Reproductive Surgery Associates to Dr. Donna Baldwin, resulting in a change in management.

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