INVO INVO BioScience Inc

 

 

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 28, 2023

 

INVO BIOSCIENCE, INC.

(Exact name of registrant as specified in charter)

 

Nevada		001-39701		20-4036208
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

5582 Broadcast Court Sarasota, Florida		34240
(Address of principal executive offices)		(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		INVO		The Nasdaq Stock Market LLC

 

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 1.01 Entry into Material Definitive Agreement.

 

On December 28, 2023, INVO Bioscience, Inc. (the “Company”) entered into an Amendment to Common Stock Purchase Warrant (the “Amendment”) with s certain institutional investor to amend that certain Common Stock Purchase Warrant dated March 27, 2023 issued by the Company to such investor (the “Original Warrant”) to reduce the exercise price under Section 2(b) thereunder to $2.85 per share.

 

The Original Warrant was originally issued by the Company to such institutional investor to purchase 5,520,000 shares of Common Stock at an exercise price of $0.63 per share. Since issuance on March 27, 2023, the number of shares subject to the Original Warrant and the exercise price thereunder automatically adjusted to 276,000 shares and $12.60 per share, respectively, upon the Company’s 1-for-20 reverse stock split in July 2023. Following the Amendment, the Original Warrant (as amended) entitles such institutional investor to purchase 276,000 shares of the Company’s common stock at an exercise price of $2.85 per share.

 

In connection with that certain July 7, 2023 Amendment to Securities Purchase Agreement (the “SPA Amendment”) executed between the Company and a certain institutional investor, the Company agreed to reduce the exercise price of the Original Warrants price paid by investors in its next public offering (the “Public Offering), subject to shareholder approval in accordance with Nasdaq Listing Rule 5635(d) in consideration of certain amendments agreed to by such institutional investor under the SPA Amendment. The Public Offering closed on August 8, 2023 and the per unit price for the securities sold in the Public Offering was $2.85 per unit. The Company’s shareholders approved the warrant exercise price reduction for the Original Warrant at the Company’s 2023 Annual Meeting of Stockholders on December 26, 2023.

 

The foregoing description of the Amendment set forth herein does not purport to be complete and is qualified in its entirety by the full text of the Amendment which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
4.1		Amendment to Common Stock Purchase Warrant
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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 28, 2023

 

 

 

 

Exhibit 4.1

 

AMENDMENT TO COMMON STOCK PURCHASE WARRANT

 

This AMENDMENT TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) is made and entered into as December 28, 2023 by and among INVO Bioscience, Inc., a Nevada corporation (the “Company”) and Armistice Capital LLC. (“Holder”).

 

WHEREAS, on March 27, 2023, the Company issued Holder that certain Common Stock Purchase Warrant (the “Warrant”) ¹ to purchase 276,000 shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at an exercise price of $12.60 per share (the “Exercise Price”)

 

WHEREAS, on December 26, 2023, at the Company’s 2023 Annual Meeting of Shareholders, the Company’s stockholders approved, in accordance with Nasdaq Rule 5635(d), the reduction of the Exercise Price of the Warrant to $2.85 per share, which was the per unit price for the Company’s units offered and sold under that certain Registration Statement on Form S-1 (File no. 333-273174), which closed on August 8, 2023.

 

WHEREAS, the Company and the Holder desire to amend the Warrant to reduce the Exercise Price to $2.85 per share.

 

NOW, THEREFORE, in consideration of the mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1. Definitions. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Warrant.

 

2. Amendment to Warrant. Section 2(b) of the Warrant is hereby amended by deleting the first sentence and inserting the following in lieu thereof: “The exercise price per share of Common Stock under this Warrant shall be $2.85, subject to adjustment hereunder (the “Exercise Price”).”

 

3. Conditions to Effectiveness of Amendment. This Amendment shall become effective upon receipt by the Company and the holder of counterpart signatures to this Amendment duly executed and delivered by the Company and the Holder.

 

4. Counterparts. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be an original and all of which shall constitute together but one and the same agreement. Delivery of an executed counterpart of a signature page of this Amendment by e-mail (e.g., “pdf” or “tiff”) or fax transmission shall be effective as delivery of a manually executed counterpart of this Amendment.

 

5. Governing Law. THIS AMENDMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PREPARED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

 

¹ The Warrant Shares and Exercise Price listed above are split adjusted to give effect to the Company’s 1-20 reverse split effectuated on July 28, 2023.

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first above written.

 

	INVO BIOSCIENCE, INC.
	By:	/s/ Steven Shum
	Name:	Steven Shum,
	Title:	Chief Executive Officer

 

	ARMISTICE CAPITAL LLC
	By:	/s/ Steven Boyd
	Name:	Steven Boyd
	Title:	CIO of Armistice Capital LLC

 

v3.23.4

Cover	Dec. 28, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 28, 2023
Entity File Number	001-39701
Entity Registrant Name	INVO BIOSCIENCE, INC.
Entity Central Index Key	0001417926
Entity Tax Identification Number	20-4036208
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	5582 Broadcast Court
Entity Address, City or Town	Sarasota
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	34240
City Area Code	(978)
Local Phone Number	878-9505
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	INVO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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