INVO Bioscience Extends Merger Agreement with NAYA
INVO Bioscience, Inc. (NASDAQ: INVO), known for its innovative work in the medical device industry, has shared some important news about its merger with NAYA Biosciences, Inc. After positive discussions, the two companies have agreed to modify their merger agreement, pushing the deadline for completion to October 14, 2024. This extension aims to ensure they meet Nasdaq's listing requirements and resolve previous contractual issues.
Amendments to the Agreement
Based in Sarasota, Florida, INVO Bioscience has accepted NAYA's offer to purchase 27,500 shares of its Series A Preferred Stock for $137,500. This agreement is part of a larger framework that allows NAYA the opportunity to acquire an additional 72,500 shares, bringing the total to $362,500, depending on the successful merger.
Merger Consideration Structure
The amended agreement stipulates that the merger will consist of a mix of INVO's common stock along with a newly created Series C Convertible Preferred Stock. Notably, the issuance of common stock will be capped at 19.9% of INVO's outstanding shares just before the merger, with any excess addressed through the Series C Preferred Stock. Also, it is anticipated that NAYA will transfer the majority of the common stock shares to its secured lender, Five Narrow Lane LP, following the merger.
Plans for Shareholder Approval and Meetings
INVO Bioscience is dedicated to obtaining shareholder approval for the issuance of common stock when converting the Series C Preferred Stock. The company plans to hold a stockholder meeting within 120 days after the merger, depending on any delays that may arise from feedback received from the SEC regarding the proxy statement. Once shareholders provide their consent, the Series C Preferred Stock will automatically convert into common stock, which will represent approximately 60.1% of INVO's total common stock.
Regulatory Requirements and Closing Conditions
The finalization of the merger is contingent on standard closing conditions, including necessary regulatory approvals. The agreement also maintains various typical closing requirements. This announcement aims to keep shareholders and the market informed about the factual details relating to the ongoing merger process.
Recent Updates at INVO Bioscience
In other significant news, INVO Bioscience has successfully obtained an extension from The Nasdaq Stock Market, providing it with extra time to comply with listing requirements. This extension follows a meeting with the Nasdaq Hearing Panel, which granted the company additional time to meet essential standards and avoid potential delisting due to insufficient stockholders' equity.
Ensuring Compliance with Nasdaq Standards
As a part of its strategic initiative, INVO secured an extension until October 14, 2024, to complete the acquisition of NAYA Biosciences, Inc. The Nasdaq Panel accepted this request, conditional upon ongoing compliance with Nasdaq's Listing Rule 5505.
Changes in Subsidiary Ownership
In a related matter, Wood Violet Fertility, LLC, a subsidiary of INVO Bioscience, has transferred ownership of Wisconsin Fertility and Reproductive Surgery Associates, S.C. to Dr. Donna Baldwin. This transition also resulted in the departure of Dr. Elizabeth Pritts, the previous owner, officer, and director of the organization.
Frequently Asked Questions
What recent developments have occurred with INVO Bioscience?
INVO Bioscience has extended its merger agreement with NAYA Biosciences, granting both sides until October 14, 2024, to finalize the merger.
How will the merger affect INVO's stock structure?
The merger will incorporate common stock and a new Series C Convertible Preferred Stock, with specific limits on common stock issuance to maintain a balanced structure.
What approvals are necessary for the merger completion?
The completion of the merger is subject to standard regulatory approvals and customary closing conditions that need to be met.
How is INVO Bioscience ensuring compliance with Nasdaq?
INVO has received an extension from Nasdaq, allowing extra time to fulfill listing requirements following concerns about potential delisting.
What ownership change occurred in INVO's subsidiary?
Wood Violet Fertility, LLC transferred ownership of Wisconsin Fertility and Reproductive Surgery Associates to Dr. Donna Baldwin, which also led to a change in management.
