8-K
filed November 20, 2023, 6:59 PM ET
ticker IVF
CIK 0001417926
other material
confidence high
sentiment positive
materiality 0.85
INVO raises $6M equity via share exchange with Cytovia to regain Nasdaq compliance
INVO Fertility, Inc.
- Issued 1.2M Series B Preferred shares to Cytovia for 163,637 NAYA shares valued at $6M.
- Transaction increases stockholders' equity by $6M to meet Nasdaq $2.5M minimum requirement.
- Company had Nasdaq extension through Nov 20, 2023; now expects confirmation of compliance.
- Also authorized Series A Preferred for planned $5M+ private offering related to NAYA merger.
- Series A and B Preferred convertible at $2.20 and $5.00 per share, with ownership caps of 9.99% and 19.99%.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
INVO Fertility, Inc.: The Company filed a Certificate of Designation for Series B Convertible Preferred Stock, establishing its rights, preferences, and privileges (effective 2023-11-20).
- Change
- charter amendment
- Effective
- 2023-11-20
Exact text from the filing
On November 20, 2023, the Company filed with the Nevada Secretary of State a Certificate of Designation of Series B Convertible Preferred Stock (the “ Series B Certificate of Designation ”) which sets forth the rights, preferences, and privileges of the Series B Preferred Stock (the “ Series B Preferred ”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
INVO Fertility, Inc.: The Company filed Certificates of Designation for two new series of preferred stock: Series A Convertible Preferred Stock and Series B Convertible Preferred Stock, setting forth the rights, preferences, and privileges of each series (effective 2023-11-20).
- Change
- charter amendment
- Effective
- 2023-11-20
Exact text from the filing
On November 20, 2023, the Company filed with the Nevada Secretary of State a Certificate of Designation of Series A Convertible Preferred Stock (the “ Series A Certificate of Designation ”) which sets forth the rights, preferences, and privileges of the Series A Preferred Stock (the “ Series A Preferred ”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
INVO Fertility, Inc. entered into Share Exchange Agreement with Cytovia Therapeutics Holdings, Inc. (effective 2023-11-19).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- Cytovia Therapeutics Holdings, Inc.
- Effective
- 2023-11-19
Exact text from the filing
On November 19, 2023, the Company entered into a share exchange agreement (the “ Share Exchange Agreement ”) with Cytovia Therapeutics Holdings, Inc., a Delaware corporation (“ Cytovia ”) for Cytovia’s acquisition of 1,200,000 shares of the Company’s newly designated Series B Preferred Stock in exchange for 163,637 shares of common stock of NAYA held by Cytovia valued at $6,000,000
View on SEC.gov
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