INVO Bioscience, Inc. (NASDAQ:INVO), a medical device company, announced today that it has amended its merger agreement with NAYA Biosciences, Inc., extending the deadline to complete the merger to October 14, 2024. The amendment follows a series of negotiations aimed at ensuring compliance with Nasdaq's listing rules and addressing previous breaches of the agreement.
The Sarasota, Florida-based INVO Bioscience, which specializes in surgical and medical instruments, has agreed to the purchase of 27,500 shares of its Series A Preferred Stock by NAYA for $137,500. This transaction is part of a larger arrangement that could see NAYA acquire up to an additional 72,500 shares for a total of $362,500, contingent on the merger's completion.
Under the terms of the revised agreement, the merger consideration will consist of a combination of INVO common stock and a newly created Series C Convertible Preferred Stock. Specifically, the common stock issued will not exceed 19.9% of INVO's outstanding shares immediately prior to the merger, with the balance to be paid in Series C Preferred Stock. Additionally, the parties have acknowledged that NAYA will transfer the majority of the common stock payment shares to its secured lender, Five Narrow Lane LP.
INVO Bioscience has committed to seeking shareholder approval for the issuance of common stock upon conversion of the Series C Preferred Stock, with plans to hold a stockholder meeting within 120 days post-merger, subject to any delays that may arise from SEC comments on the proxy statement. Upon receiving shareholder approval, the Series C Preferred Stock will automatically convert into common stock, representing approximately 60.1% of INVO's outstanding common stock.
The issuance of the Series A Preferred Stock pursuant to the Securities Purchase Agreement was made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933. This strategic move is intended to facilitate the merger process, which is expected to enhance the combined company's capabilities and market position.
The completion of the merger is subject to customary closing conditions, including regulatory approvals and the satisfaction of other customary closing conditions. This announcement is based on a press release statement and aims to provide shareholders and the market with factual information regarding the merger proceedings.
In other recent news, INVO Bioscience, a medical device company, has been granted an extension by The Nasdaq Stock Market to regain compliance with listing requirements. This development follows a hearing with the Nasdaq Hearing Panel, where the company sought extra time to meet the standards after facing potential delisting due to insufficient stockholders' equity.
In a strategic move to satisfy the Nasdaq’s initial listing requirements, INVO Bioscience requested an extension until October 14, 2024, to finalize the acquisition of NAYA Biosciences, Inc. The Panel has approved the company's request for continued listing, subject to its compliance with Nasdaq’s Listing Rule 5505.
In parallel, Wood Violet Fertility, LLC, a subsidiary of INVO Bioscience, transferred the ownership of Wisconsin Fertility and Reproductive Surgery Associates, S.C. to Donna Baldwin, D.O. This transaction led to the separation of employment from Dr. Elizabeth Pritts, the former owner, officer, and director of the entity.
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