Current Report Filing (8-k)
September 07 2021 - 4:59PM
Edgar (US Regulatory)
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2021-09-01
2021-09-01
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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): September
1, 2021
INVO
BIOSCIENCE, INC.
(Exact
name of registrant as specified in charter)
Nevada
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|
001-39701
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20-4036208
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(State
or other jurisdiction
of
incorporation)
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|
(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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5582
Broadcast Court
Sarasota,
Florida
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34240
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(Address
of principal executive offices)
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|
(Zip
Code)
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Registrant’s
telephone number, including
area code: (978)
878-9505
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(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):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.0001 par value per share
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INVO
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The
Nasdaq Stock Market LLC
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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. ☐
Section
1 – Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
See
Item 2.01 below—Acquisition of Effortless IVF Canada, Inc. for a discussion of the Share Purchase Agreement entered
into in connection therewith.
The
paragraphs above describe certain of the material terms of the agreements referenced above. Such description is not a complete description
of the material terms of such agreements and is qualified in its entirety by reference to the agreements entered into in connection therewith
which are included as exhibits to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
Section
2 – Financial Information
Item
2.01 Completion of Acquisition or Disposition of Assets.
Acquisition
of Effortless IVF Canada, Inc.
On
September 1, 2021, we consummated the acquisition (the “Acquisition”) of all of the outstanding stock of Effortless IVF Canada,
Inc. (“Target”) pursuant to the terms of a Share Purchase Agreement dated September 1, 2021 by and among the registrant,
Target and the shareholders of Target (the “Purchase Agreement”). The purchase price consisted of: (a) cash in the amount
of $25,000; and (b) 30,000 shares (the “Shares”) of the registrant’s common stock. In addition, there exists an earn-out
provision under which 20,000 shares of the registrant’s common stock will be issued to the Target shareholders for each clinic
that is established and operational and performing the INVO procedure either directly or as a separate service offer and in which the
Target shareholders provided support in the form of an initial clinic introduction, start-up support, operating procedures, technology
education or other INVO-approved criteria, up to an initial 3 clinics (for a total of up to 60,000 total shares) (the "Earn-Out
Shares"), within 24 months after the closing (i.e. August 31, 2023). The registrant also agreed to reimburse the Target shareholders
for their legal costs in connection with the Acquisition up to $4,000. The registrant relied on the exemption from registration provided
by Regulation S of the Securities Act of 1933, as amended, for the offer and sale of the Shares.
The
Target was originally formed by its shareholders to establish fertility clinics that would offer the INVO procedure. The Target developed
important procedures and documentation necessary to establish such clinical operations under Canadian rules and regulations. Registrant
acquired the entity to help accelerate its own efforts to develop the INVO Center clinic model within the Canadian marketplace –
similar to the approach recently accomplished by registrant in the U.S. market. Registrant intends to rename Target as “INVO
Canada.”
The
paragraphs above describe certain of the material terms of the Purchase Agreement. Such description is not a complete description of
the material terms of the Purchase Agreement and is qualified in its entirety by reference to the Purchase Agreement entered into in
connection therewith which are included as exhibits to this Current Report on Form 8-K and incorporated into this Item 2.01 by reference.
Section
3 – Securities and Trading Markets
Item
3.02 Unregistered Sales of Equity Securities.
See
Item 2.01 above—Acquisition of Effortless IVF Canada Inc. for a discussion of the Shares issued to the former shareholders
of Target.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
Exhibit
No.
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Description
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10.1
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Share
Purchase Agreement
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104
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Cover Page Interactive
Data File (embedded within the Inline XBRL document)
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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.
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INVO
BIOSCIENCE, INC.
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By:
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/s/
Steven Shum
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Name:
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Steven
Shum
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Title:
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Chief
Executive Officer
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Dated
September 7, 2021
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