Current Report Filing (8-k)
February 02 2022 - 4:23PM
Edgar (US Regulatory)
0001417926
false
0001417926
2022-01-31
2022-01-31
iso4217:USD
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 31, 2022
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)
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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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☐
|
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
|
Common
Stock, $0.0001 par value per share
|
|
INVO
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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
January 31, 2022, INVO Bioscience, Inc. (the “Company”) entered into a Third Amendment to Stock Purchase Agreement (the “Third
Amendment) with Paradigm Opportunities Fund, LP, pursuant to which we amended that certain Stock Purchase Agreement (the “Agreement’)
entered into on October 1, 2021. Under the Agreement, we agreed to sell Paradigm 600,703 shares (the “Shares”) of our common
stock, par value $0.0001 per share, for a purchase price of $3.329 per share for an aggregate purchase price of $1,999,740.29 with a
closing date of November 30, 2021 (the “Financing”). The Agreement was originally amended by that certain First Amendment
to Stock Purchase Agreement entered into on November 29, 2021 to extend the closing date to December 31, 2021 and that certain Second
Amendment to Stock Purchase Agreement entered into on December 31, 2021 which extended the closing date to January 31, 2022.
This
Third Amendment provides for an initial closing on January 31, 2022, for the sale of 94,623 shares for consideration of $315,000, which
funds were received on account by the Company in January 2022. The Third Amendment further provides for a second closing for the remaining
506,080 shares for consideration of $1,684,740.29 expected to take place on or before February 28, 2022.
There
was no change to the original purchase price of $3.329 for the first closing. Paradigm conveyed its commitment to and belief in the long-term
growth of the Company and intends to complete the full amount of the Financing at the agreed-to price.
The
foregoing summary of this Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text
of the Third Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item
3.02
|
Unregistered
Sale of Equity Securities
|
On
January 31, 2022, we sold 94,623 shares of our common stock for gross proceeds of $315,000. We intend to use the proceeds for working
capital and general corporate purposes. The sale was made pursuant to the exemption afforded by Section 4(a)(2) and/or Rule 506 of the
Securities Act of 1933, as amended.
Item
9.01
|
Financial
Statements and Exhibits
|
(d)
Exhibits.
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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|
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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:
February 2, 2022
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|
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