INVO Bioscience amends merger terms, extends deadline to April 30, 2024; corrects NAYA share count to 1M

INVO Fertility, Inc.

Second Amendment extends merger end date to April 30, 2024; interim private offering minimum reduced to $2M from $5M.
NAYA purchases 1M shares of Series A Preferred at $5/share per schedule; $500K due Dec 29 not yet received as of Jan 3.
Convertible Notes ($410K) maturity extended to June 30, 2024; conversion/exercise prices lowered to $2.25 from $10/$12.
CEO Steve Shum and CFO Andrea Goren salaries reverted to $260K and $215K on Jan 1, 2024 after temporary cut to $105K.

item 1.01 item 3.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

INVO Fertility, Inc. amended Convertible Notes extension with Required Holders (effective 2023-12-27).

Action: amendment
Agreement: notes offering
Counterparty: Required Holders
Effective: 2023-12-27

Exact text from the filing

As of December 27, 2023, the Company secured written consent by the Required Holders for the Convertible Note maturity date to be extended to June 30, 2024.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

INVO Fertility, Inc. amended Second Amendment with NAYA Biosciences, Inc. (effective 2023-12-27).

Action: amendment
Agreement: merger
Counterparty: NAYA Biosciences, Inc.
Effective: 2023-12-27

Exact text from the filing

On December 27, 2023, INVO Bioscience, Inc., a Nevada corporation (the “ Company ”) entered into second amendment (“ Second Amendment ”) to the previously announced agreement and plan of merger (the “ Merger Agreement ”) by and among the Company, INVO Merger Sub, Inc. (“ Merger Sub ”), and NAYA Biosciences, Inc., a Delaware corporation (“ NAYA ”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

INVO Fertility, Inc. entered into SPA with NAYA valued at $5.00 per share (effective 2023-12-29).

Action: entry
Agreement: equity purchase
Counterparty: NAYA
Value: $5.00 per share
Effective: 2023-12-29

Exact text from the filing

On December 29, 2023, the Company entered into a securities purchase agreement (the “ SPA ”) with NAYA 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.

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268 material agreements filed in the last 30 days. Browse all material agreements →

INVO Fertility, Inc. filing history →

Source: SEC EDGAR

accession 0001493152-24-001962

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