{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-24-041062","form_type":"8-K","ticker":"IVF","cik":"0001417926","company_name":"INVO Fertility, Inc.","filed_at":"2024-10-15T23:59:59+00:00","discovered_at":"2026-05-14T18:03:08.397133+00:00","generated_at":"2026-05-30T14:30:40.929104+00:00","sec_items":["1.01","5.03","2.01","3.02","5.02","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"INVO Bioscience completes acquisition of NAYA, changes name to NAYA Biosciences","bullets":["NAYA stockholders receive 118,148 INVO common shares and 30,375 Series C-1 Preferred per share.","$8.58M NAYA debt converted into 669,508 INVO common shares and 8,576 Series C-2 Preferred.","Remaining $3.93M NAYA debt exchanged for 7% convertible debenture due December 2025.","Name changed to NAYA Biosciences, Inc.; ticker to change from INVO to NAYA on Nasdaq.","Dr. Daniel Teper appointed President and board director; Lyn Falconio also named to board."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-24-041062","json":"https://secwatch.observer/filing/0001493152-24-041062.json","markdown":"https://secwatch.observer/filing/0001493152-24-041062.md","text":"https://secwatch.observer/filing/0001493152-24-041062.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1417926/000149315224041062/0001493152-24-041062-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1417926/000149315224041062/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-30T14:30:40.929104+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"6317aa4a11","claim":"Daniel Teper was appointed as President at INVO Fertility, Inc..","evidence_excerpt":"the board of directors appointed Dr. Teper as President of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1417926/000149315224041062/0001493152-24-041062-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"President"}],"fact_type":"executive_change"},{"claim_id":"bbf27425f5","claim":"Daniel Teper was appointed as Director at INVO Fertility, Inc..","evidence_excerpt":"the Company’s board of directors appointed Dr. Daniel Teper and Lyn Falconio as directors of the Company to fill two vacancies on the board.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1417926/000149315224041062/0001493152-24-041062-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"ffeb9be7bd","claim":"Lyn Falconio was appointed as Director at INVO Fertility, Inc..","evidence_excerpt":"the Company’s board of directors appointed Dr. Daniel Teper and Lyn Falconio as directors of the Company to fill two vacancies on the board.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1417926/000149315224041062/0001493152-24-041062-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"bf5e91ae07eaac130ddeec14f6eda1355020b424","claim":"INVO Fertility, Inc.: Company changed its corporate name to NAYA Biosciences, Inc. via an Amendment to Articles of Incorporation (effective 2024-10-15).","evidence_excerpt":"On October 15, 2024, the Company changed its corporate name to NAYA Biosciences, Inc., pursuant to an Amendment to Articles of Incorporation filed with the Nevada Secretary of State on October 15, 2024 (the “ Name Change ”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1417926/000149315224041062/0001493152-24-041062-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2024-10-15"}],"fact_type":"governance_change"},{"claim_id":"a480a1ce1841ab9907a1366536d28e88c570c1c4","claim":"INVO Fertility, Inc. completed an acquisition involving NAYA Biosciences, Inc. for 118,148 shares of the Company's common stock and 30,375 shares of the Company's newly-designated Series C-1 Convertible Preferred Stock (closed 2024-10-11).","evidence_excerpt":"f NAYA Biosciences, Inc., a Delaware corporation (“ NAYA ”) pursuant to an Amended and Restated Agreement and Plan of Merger by and among the Company, NAYA, and INVO Merger","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1417926/000149315224041062/0001493152-24-041062-index.htm","confidence":0.7,"family_label":"M&A Transactions","details":[{"label":"Action","value":"acquisition"},{"label":"Counterparty","value":"NAYA Biosciences, Inc."},{"label":"Consideration","value":"118,148 shares of the Company's common stock and 30,375 shares of the Company's newly-designated Series C-1 Convertible Preferred Stock"},{"label":"Closing","value":"2024-10-11"}],"fact_type":"ma_transaction"},{"claim_id":"ee61e4686263cf663ce5392f59e02e07d884f465","claim":"INVO Fertility, Inc. underwent a change of control involving NAYA Biosciences, Inc. for 118,148 shares of the Company's common stock and 30,375 shares of the Company's newly-designated Series C-1 Convertible Preferred Stock (closed 2024-10-11).","evidence_excerpt":"f NAYA Biosciences, Inc., a Delaware corporation (“ NAYA ”) pursuant to an Amended and Restated Agreement and Plan of Merger by and among the Company, NAYA, and INVO Merger","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1417926/000149315224041062/0001493152-24-041062-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"NAYA Biosciences, Inc."},{"label":"Consideration","value":"118,148 shares of the Company's common stock and 30,375 shares of the Company's newly-designated Series C-1 Convertible Preferred Stock"},{"label":"Closing","value":"2024-10-11"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}