UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 12b-25

 

 

NOTIFICATION OF LATE FILING

 

 

(Check one):

☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q

 

☐ Form 10-D  ☐ Form N-SAR ☐ Form N-CSR

 

 

 

For Period Ended:                                                 December 31, 2018

 

 

 

 

 

 

 

☐Transition Report on Form 10-K

☐Transition Report on Form 20-F

☐Transition Report on Form 11-K

☐Transition Report on Form 10-Q

☐Transition Report on Form N-SAR

 

 

 

 

For the Transition Period Ended:                                                                 

 

 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

                                                                                                                                                                                                            

 

 

 
 

 

 

 

PART I — REGISTRANT INFORMATION

 

I NVO Bioscience, Inc.

 

Full Name of Registrant

  

  

  

 

 

Former Name if Applicable

 

 

 

407R Mystic Avenue, Suite 34C

 

Address of Principal Executive Office (Street and Number)

  

  

  

Medford, MA   02155

 

City, State and Zip Code

  

 

PART II – RULE 12-b 25 (b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

 

 

(a)

The reasons described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense;

 

 

 

☒

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

 

 

 

 

(c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

 

 

 

 

 
 

 

PART III — NARRATIVE

 

The Company has not been able to compile the requisite financial data and other narrative information necessary to enable it to complete the Company's Annual Report on Form 10-K by April 1, 2019 without unreasonable effort and expense.

 

PART IV — OTHER INFORMATION

 

(1)

Name and telephone number of person to contact in regard to this notification

 

Rob Bowdring

 

978

 

878 - 9505

(Name)

 

(Area Code)

 

(Telephone Number)

 

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).    Yes ☒   No ☐

 

 

 

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?    Yes ☒   No ☐

 

 

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

The trends exhibited in the Company’s quarterly results reported on Form 10-Q through September 30, 2018 continued in the  fourth quarter, as sales and non-cash charges both increased over the prior year. This resulted in a significantly larger net loss for the year ended December 31, 2018 compared to the corresponding period for the last fiscal year.

 

 

 

 

INVO Bioscience, Inc

 

 

(Name of Registrant as Specified in Charter)

 

 

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:

April 1, 2019

 

By

/s/ Kathleen T. Karloff

 

 

 

 

Kathleen T. Karloff

 

 

 

 

Chief Executive Officer