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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): April 17, 2024
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 a Material Definitive Agreement.
On August 8, 2023, INVO Bioscience, Inc. (the “Company”), issued in a public offering warrants to purchase 3,160,000 shares of its common stock (the “Warrants”). In connection therewith, the Company entered into a warrant agency agreement (the “Warrant Agent Agreement”), with Transfer Online, Inc. appointing Transfer Online, Inc. as Warrant Agent for the Warrants. On April 17, 2024, the Company and the Warrant Agent entered into an Amendment to the Warrant Agent Agreement (the “Amendment”) to confirm that the Company may adjust the exercise price of the of the Warrants to provide an exercise price per share that is lower than the then-current exercise price of the Warrants. The Amendment is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 8.01. Other Information.
On April 17, 2024, the Company reduced the exercise price of the Warrants from $2.85 per share to $1.20 per share effective April 17, 2024.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amendment to Warrant Agency Agreement | |
| 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: April 17, 2024 | ||
| - |
Exhibit 10.1
AMENDMENT TO WARRANT AGENCY AGREEMENT
This AMENDMENT TO WARRANT AGENCY AGREEMENT (this “Amendment”) is dated as of April 17, 2024 by and between INVO Bioscience, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), and Transfer Online, Inc. (the “Warrant Agent”).
RECITALS
A. On August 8, 2023, the Company and the Warrant Agent entered into a Warrant Agency Agreement (the “Agreement”). All capitalized terms not defined herein shall have the meaning ascribed to such term in the Agreement.
B. Section 7.12 of the Agreement provides that the Company and the Warrant Agent may amend or supplement the Agreement without the consent of any Holder for the purpose of, among other things, (1) curing or correcting any defective provision in the Agreement, or (2) adding or changing any other provisions with respect to matters or questions arising under the Agreement as the parties deem necessary or desirable, so long as such amendment or supplement shall adversely affect the interest of the Holders.
C. The Company and the Warrant Agent deem it necessary and desirable to effect this Amendment.
NOW THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements set forth in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Warrant Agent agree as follows:
1. Warrant Repricing. The Company may adjust the Exercise Price of the Warrants to provide an Exercise Price per share that is lower than the then-current Exercise Price of the Warrants. Any such adjustment shall be subject to Section 4 of the Agreement.
2. Miscellaneous.
(a) Effectiveness. This Amendment shall be deemed an amendment of the Agreement in accordance with Section 7.12 of the Agreement. Except as specifically modified hereby, the Agreement shall be deemed controlling and effective, and the parties hereby agree to be bound by each of its terms and conditions.
(b) Governing Law. This Amendment shall be governed by, and construed, interpreted, and enforced in accordance with, the laws of the State of New York, without giving effect to the principles of conflicts of laws thereunder which would specify the application of the law of another jurisdiction.
(c) Counterparts. This Amendment may be executed in any number of counterparts, all of which will be one and the same agreement. A signed copy of this Amendment delivered by email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Amendment. This Amendment shall be considered signed when the signature of a party is delivered by .PDF, DocuSign or other generally accepted electronic signature. Such .PDF, DocuSign, or other generally accepted electronic signature shall be treated in all respects as having the same effect as an original signature.
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| COMPANY: | INVO BIOSCIENCE, INC. | |
| By: | Steven Shum | |
| Its: | CEO | |
| WARRANT AGENT: | TRANSFER ONLINE, INC. | |
| By: | Lori Livingston | |
| Its: | CEO | |
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