Current Report Filing (8-k)
January 20 2022 - 4:17PM
Edgar (US Regulatory)
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2022-01-15
2022-01-15
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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): January 15, 2022
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
(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)
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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. ☐
Item
5.02. Departure of Directors or Certain Officers, Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
January 15, 2022, the Compensation Committee of the Board of Directors (the “Board”) and the Board of INVO Bioscience, Inc.
(the “Company”), approved and authorized compensation, as described below, to its non-employee directors to enable the Company
to attract and retain qualified non-employee directors and in consideration of their service to the Company (the “Non-Employee
Director Compensation”). The Board approved the following cash payments, stock grants and option grants under the Non-Employee
Director Compensation: (1) each non-employee director receives a cash retainer fee of $25,000, a stock grant worth $25,000 and
an option to purchase $25,000 worth of common stock; (2) the Chairs of the Audit Committee, the Nominating and Corporate
Governance Committee, the Compensation Committee, and the Marketing Committee each receive (in addition to the compensation set forth
in (1) above) an additional cash fee of $12,500, an additional stock grant worth $5,000 and an additional option to purchase $5,000
worth of common stock; (3) Directors serving on the above stated committees (other than the Chair of such committees)
will receive (in addition to the compensation set forth in (1) above) an additional cash retainer of $5,000, an additional stock grant
worth $2,000 and an additional option to purchase $2,000 worth of common stock. The Company calculated the amount of
shares issuable with respect to the above-described stock grants using the closing price of the Company shares of common stock as listed
on Nasdaq on January 14, 2022, or $3.61. The above-described stock options vest in equal monthly amounts over the course of one year,
have a term of 10 years and an exercise price of $3.61. The stock grants and option grants were made under the Corporation’s
2019 Stock Incentive Plan (the “Plan”).
On
January 15, 2022, the Compensation Committee of the Board and the Board approved and authorized the following equity compensation under
the Plan to Steve Shum, CEO, Michael Campbell, COO and Andrea Goren, CFO. In consideration of services rendered in 2021: (1)
for Steve Shum an equity bonus consisting of (A) 20,111 shares of common stock and (B) a stock option to
purchase 57,018 shares of common stock; (2) for Michael Campbell an equity bonus consisting of (A) 15,236 shares
of common stock and (B) a stock option to purchase 18,513 shares of common stock; and (3) for Andrea Goren an
equity bonus consisting of (A) 5,361 shares of common stock and (B) a stock option to purchase 15,197 shares of
common stock. The above-described stock options vest in equal monthly amounts over the course of three years, have a term of 10 years,
and an exercise price of $3.61.
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:
January 20, 2022
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