---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-24-001962"
form_type: "8-K/A"
ticker: "IVF"
cik: "0001417926"
company_name: "INVO Fertility, Inc."
filed_at: "2024-01-10T23:59:59+00:00"
generated_at: "2026-06-07T00:53:32.301039+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001493152-24-001962
- form_type: 8-K/A
- ticker: IVF
- cik: 0001417926
- company_name: INVO Fertility, Inc.
- filed_at: 2024-01-10T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1417926/000149315224001962/0001493152-24-001962-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1417926/000149315224001962/form8-ka.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-24-001962
- JSON: https://secwatch.observer/filing/0001493152-24-001962.json
- Plain text: https://secwatch.observer/filing/0001493152-24-001962.txt

## Key facts
- Material Agreements
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1417926/000149315224001962/0001493152-24-001962-index.htm
- Material Agreements
  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
  source text: 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 ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1417926/000149315224001962/0001493152-24-001962-index.htm
- Material Agreements
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1417926/000149315224001962/0001493152-24-001962-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.