UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): December 16, 2019

 

INVO BIOSCIENCE, INC.

(Exact name of registrant as specified in charter)

 

Nevada

000-56904

20-4036208

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

5582 Broadcast Court

Sarasota, Florida

(Address of principal executive offices)

 

 

34240

(Zip Code)

 

Registrant’s telephone number, including area code: (978) 878-9505

 

                                                                                     

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

IVOB

OTCMKTS

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company ☐.

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 

 

On December 16, 2019, Trent Davis was elected to the board of directors (the “Board”) of INVO Bioscience, Inc. (the “Company”), to serve until the Company’s 2020 annual meeting of stockholders.

 

Mr. Davis is not a party to, and does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Davis and any other persons pursuant to which he was selected as a director.

 

 Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On December 16, 2019, the Company held its annual meeting of stockholders (the “Meeting”). The total number of shares entitled to vote at the Meeting was 155,996,112 and there were present at the Meeting, in person or by proxy, 115,119,511 shares, which constituted a quorum for the Meeting. At the Meeting, the stockholders voted:

 

(1) to elect Steven Shum, Kathleen Karloff, Dr. Kevin Doody, Trent Davis, and Michael Campbell to the board of directors (the “Board”) of the Company until the next annual meeting of stockholders;

 

(2) to approve an amendment to the Company’s certificate of incorporation to effect a reverse stock split of all of the outstanding shares of our common stock at a ratio of not less than 1-for-5 and not greater than 1-for-25, with the effective time and exact ratio to be established at the discretion of the Board;

 

(3) to ratify the selection of M&K CPAS, PLLC as the Company’s independent registered public accounting firm, for the fiscal year ending December 31, 2019; and

 

(4) to approve the Company’s 2019 Stock Incentive Plan.

 

The final results of the stockholders votes at the Meeting are set forth below:

 

Proposal 1: Election of Directors

NOMINEE

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER NON-VOTES

Steven Shum

 

99,513,298

 

2,285,004

 

911,490

 

24,125,643

Kathleen Karloff

 

49,373,276

 

52,170,452

 

1,166,064

 

24,125,643

Dr. Kevin Doody

 

98,291,416

 

2,002,781

 

2,415,595

 

24,125,643

Trent Davis

 

93,441,105

 

7,438,265

 

1,830,422

 

24,125,643

Michael Campbell

 

100,622,130

 

711,916

 

1,375,746

 

24,125,643

 

 Proposal 2: Approval of Reverse Stock Split:

FOR

 

AGAINST

 

ABSTAIN

 

BROKER NON-VOTES

82,598,236

 

32,664,121

 

11,573,078

 

n/a

 

Proposal 3: Ratification of Appointment of M&K CPAS, PLLC as Independent Registered Public Accounting Firm

FOR

 

AGAINST

 

ABSTAIN

 

BROKER NON-VOTES

125,876,417

 

17,011

 

942,007

 

n/a

 

Proposal 4: Approval of 2019 Stock Incentive Plan

FOR

 

AGAINST

 

ABSTAIN

 

BROKER NON-VOTES

83,991,092

 

16,697,597

 

2,021,103

 

24,125,643

 

 

 
 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

  

 

INVO BIOSCIENCE, INC.

 

 

 

 

By:

/s/ Steven Shum                                       

 

Name:

Steven Shum

 

Title:

Chief Executive Officer

 

 

 

Dated: December 19, 2019