INVO SEC फाइलिंग - INVO BioScience, Inc.- वार्षिक रिपोर्ट, प्रॉक्सी स्टेटमेंट, प्रॉस्पेक्टस

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SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to INVO BioScience, Inc.

SEC Filings (Chronological Order)

यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।

September 5, 2025	EX-16.1	Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Exhibit 16.1 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: INVO Fertility, Inc., Form 8-K Filing Dated September 5, 2025 Ladies and Gentlemen: We have read the statements included under Item 4.01 of the Form 8-K filed by INVO Fertility, Inc. (the “Company”) with the Securities and Exchange Commission, dated September 5, 2025, regarding the change in the Company’s
September 5, 2025	8-K	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 3, 2025 INVO FERTILITY, 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 3, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission Fil
August 22, 2025	EX-4.1	Amended and restated SENIOR SECURED CONVERTIBLE DEBENTURE DUE FEBRUARY 11, 2026 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST
August 22, 2025	8-K	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) August 21, 2025 INVO FERTILITY, IN 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) August 21, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File
August 22, 2025	EX-10.1	AMENDMENT AND Exchange AGREEMENT Exhibit 10.1 AMENDMENT AND Exchange AGREEMENT This Amendment and Agreement (this “Agreement”) is dated effective as of August 21, 2025, by and between INVO FERTILITY, INC. (the “Company”), and FIVE NARROW LANE LP (the “Holder”, and together with the Company, the “Parties”). W I T N E S S E T H: WHEREAS, on October 11, 2024, the Company issued to the Holder (i) a senior secured convertible promisso
August 22, 2025	EX-FILING FEES	Form S-8 Calculation of Registration Fee INVO Fertility, Inc. Exhibit 107 Form S-8 Calculation of Registration Fee INVO Fertility, Inc. Security type Title of securities to be registered Fee calculation rule (3) Amount to be registered (1) Proposed maximum offering price per share (3) Proposed maximum aggregate offering price (3) Fee rate Amount of registration fee Fees to be paid Equity Common stock, $0.0001 par value, to be issued pursuant to the Third Ame
August 22, 2025	EX-10.2	SIDE LETTER AGREEMENT Exhibit 10.2 SIDE LETTER AGREEMENT This Side Letter Agreement (this “Side Letter Agreement”), dated as of August 21, 2025, is by and between INVO Fertility, Inc. (the “Company”) and Five Narrow Lane LP (“FNL”). The Company and FNL are collectively referred to herein as the “Parties”. WHEREAS, on October 11, 2024, the Company issued to FNL (i) a senior secured convertible promissory debenture due D
August 22, 2025	S-8	As filed with the Securities and Exchange Commission on August 22, 2025 As filed with the Securities and Exchange Commission on August 22, 2025 Registration No.
August 15, 2025	8-K	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) August 14, 2025 INVO FERTILITY, IN 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) August 14, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File
August 15, 2025	EX-99.1	INVO Fertility Announces Second Quarter 2025 Financial Results Exhibit 99.1 INVO Fertility Announces Second Quarter 2025 Financial Results SARASOTA, Fla., August 14, 2025 — INVO Fertility, Inc. (Nasdaq: IVF) (“INVO Fertility” or the “Company”), a healthcare services fertility company focused on expanding access to advanced treatment through the establishment, acquisition and operation of fertility clinics and related businesses and technologies, today announc
August 14, 2025	EX-10.2	Demand Note Amendment Letter between the Registrant and JAG Multi Investments LLC. Exhibit 10.2 August 13, 2025 James Goren JAG Multi Investments LLC c/o Bredefeld & Assoc. PC 125 Maple Avenue, Suite C Chester, New Jersey 07930 RE: Demand Notes and Warrants Dear James Reference is made to those certain demand notes dated October 21, October 28, November 10, December 13, December 29, 2022, and July 10, 2023 (the “Demand Notes”) issued by INVO Fertility, Inc. (f/k/a INVO Bioscienc
August 14, 2025	EX-10.1	Third Amendment to the RSLA between the Registrant and Decathlon Alpha V, L.P., Exhibit 10.1 THIRD AMENDMENT TO REVENUE LOAN AND SECURITY AGREEMENT This third amendment (this “Amendment”) to that certain Revenue Loan and Security Agreement dated September 29, 2023, as amended by First Amendment dated September 24, 2024 and Second Amendment dated October 11, 2024 (as amended, the “Agreement”), by and among Steven Shum (“Key Person”), INVO Fertility, Inc., a Nevada corporation
August 14, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO S UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39701 INVO Fertility, Inc.
August 1, 2025	8-K	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) July 28, 2025 INVO FERTILITY, 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) July 28, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File Nu
July 23, 2025	8-K	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) July 17, 2025 INVO FERTILITY, 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) July 17, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File Nu
July 21, 2025	8-K	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): July 17, 2025 INVO FERTILITY, 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): July 17, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File N
July 21, 2025	EX-3.1	Certificate of Change Exhibit 3.1
July 21, 2025	EX-99.1	INVO Fertility Announces a 1:3 Reverse Stock Split Effective Pre-Market Opening on July 21, 2025 Exhibit 99.1 INVO Fertility Announces a 1:3 Reverse Stock Split Effective Pre-Market Opening on July 21, 2025 SARASOTA, Fla., July 17, 2025 (GLOBE NEWSWIRE) – INVO Fertility, Inc. (“INVO”) (NASDAQ: IVF), a healthcare company focused on the fertility market, announced today that it will effect a 1-for-3 reverse split of its issued and outstanding and authorized common stock effective as of 12:01 a.
July 17, 2025	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def
July 10, 2025	8-K	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): July 9, 2025 INVO FERTILITY, 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): July 9, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File Number
July 1, 2025	EX-10.1	Amendment to Securities Purchase Agreement Exhibit 10.1 AMENDMENT TO SECURITIES PURCHASE AGREEMENT This Amendment and Agreement (this “Agreement”) is dated effective as of June 29, 2025, by and between INVO FERTILITY, INC. (the “Company”), and FIVE NARROW LANE LP (the “Holder”, and together with the Company, the “Parties”). W I T N E S S E T H: WHEREAS, on October 11, 2024, the Company and the Holder entered into a Joinder Agreement pursua
July 1, 2025	EX-10.2	AIR Exercise and Reload Agreement Exhibit 10.2 INVO FERTILITY, INC. June 30, 2025 Holder of Common Stock Purchase Warrants Issued in January 2025 Re: Inducement Offer to Exercise Common Stock Purchase Warrants Issued in January 2025 Dear Holder: INVO Fertility, Inc. (the “Company”) is pleased to offer to you (“Holder”, “you” or similar terminology) the opportunity to receive new shares of the Company’s Series C-2 Convertible Prefe
July 1, 2025	EX-4.1	Certificate of Amendment to the Certificate of Designation of the Series C-2 Non-Voting Convertible Preferred Stock Exhibit 4.1 EXHIBIT TO CERTIFICATE OF AMENDMENT TO DESIGNATION OF SERIES C-2 CONVERTIBLE PREFERRED STOCK OF INVO FERTILITY, INC. I, Steven Shum, hereby certify that I am the Chief Executive Officer of INVO Fertility, Inc. (the “Company”), a corporation organized and existing under the Nevada Revised Statutes (the “NRS”), and further do hereby certify the following: This Certificate of Amendment to
July 1, 2025	8-K	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) June 27, 2025 INVO FERTILITY, 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) June 27, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File Nu
June 25, 2025	8-K	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): June 25, 2025 INVO FERTILITY, 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): June 25, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File Numbe
June 23, 2025	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def
June 6, 2025	8-K	Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets 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) June 2, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File Num
June 6, 2025	EX-99.1	INVO FERTILITY, INC. UNAUDITED PRO FORMA FINANCIAL STATEMENTS Exhibit 99.1 INVO FERTILITY, INC. UNAUDITED PRO FORMA FINANCIAL STATEMENTS NTI Divestiture Effective June 2, 2025, INVO Fertility, Inc., a Nevada corporation (the “Company) consummated the divestiture (the “NTI Divestiture”) of a majority of its holdings in NAYA Therapeutics Inc., a Delaware Corporation (“NTI”). Prior to the consummation of the divestiture, NTI was a wholly-owned subsidiary of the
June 4, 2025	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Sta
May 30, 2025	EX-4.1	Certificate of Amendment to the Certificate of Designation of the Series C-1 Non-Voting Convertible Preferred Stock of INVO Fertility, Inc. Exhibit 4.1 EXHIBIT A TO TO CERTIFICATE, AMENDMENT OR WITHDRAWAL OF DESIGNATION OF SERIES C-1 CONVERTIBLE PREFERRED STOCK OF INVO FERTILITY, INC. I, Steven Shum, hereby certify that I am the Chief Executive Officer of INVO Fertility, Inc. (the “Corporation”), a corporation organized and existing under the Nevada Revised Statutes (the “NRS”), and further do hereby certify the following: 1. The Cert
May 30, 2025	EX-10.3	Security Agreement by and among NAYA Therapeutics Inc. and INVO Fertility, Inc. dated as of May 28, 2025 Exhibit 10.3 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of May 28, 2025 (this “Agreement”) is entered into by and between Naya Therapeutics, Inc., a Delaware corporation (“Obligor”), and INVO Fertility, Inc., a Nevada corporation (the “Secured Party”). WITNESSETH WHEREAS, concurrently herewith, the Obligor has issued a $4,803,175 Secured Convertible Promissory Note to the Secured Party (
May 30, 2025	EX-10.4	Side Letter Agreement by and among NAYA Therapeutics Inc. and INVO Fertility, Inc. dated as of May 28, 2025 Exhibit 10.4 SIDE LETTER AGREEMENT May 28, 2025 Reference is made to that certain Security (the “Agreement”) dated as of May 28, 2025, by and between Naya Therapeutics, Inc., a Delaware corporation (“Obligor”), and INVO Fertility, Inc., a Nevada corporation (the “Secured Party”). Capitalized terms used but not defined herein shall have the definitions ascribed to them by the Agreement. 1. Notifica
May 30, 2025	8-K	Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events 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) May 23, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File Num
May 30, 2025	EX-10.8	Amendment and Exchange Agreement by and among Five Narrow Lane LP and INVO Fertility, Inc. dated as of May 23, 2025 Exhibit 10.8 Execution Version AMENDMENT AND Exchange AGREEMENT This Amendment and Agreement (this “Agreement”) is dated effective as of May 23, 2025, by and between INVO FERTILITY, INC. (the “Company”), and FIVE NARROW LANE LP (the “Holder”, and together with the Company, the “Parties”). W I T N E S S E T H: WHEREAS, on October 11, 2024, the Company issued to the Holder (i) a senior secured conve
May 30, 2025	EX-4.2	Certificate of Amendment to the Certificate of Designation of the Series C-2 Non-Voting Convertible Preferred Stock of INVO Fertility, Inc. Exhibit 4.2 Execution Version CERTIFICATE OF AMENDMENT OF CERTIFICATE OF DESIGNATIONS OF SERIES C-2 CONVERTIBLE PREFERRED STOCK OF INVO FERTILITY, INC. This Certificate of Amendment to the Certificate of Designations of Series C-2 Convertible Preferred Stock (the “Amendment”) is dated as of May 23, 2025. WHEREAS, the board of directors (the “Board”) of INVO Fertility, Inc., a Nevada corporation (t
May 30, 2025	EX-10.6	Consent and Release Agreement among Decathlon Alpha V L.P., NAYA Therapeutics Inc. and INVO Fertility, Inc. dated as of May 28, 2025 Exhibit 10.6 Execution Version CONSENT AND RELEASE AGREEMENT THIS CONSENT AND RELEASE AGREEMENT (“Agreement”) is made and entered into as of May 28, 2025 by and between Decathlon Alpha V L.P., a Delaware limited partnership (“Decathlon”), Naya Therapeutics, Inc., a Delaware corporation formerly known as NAYA Biosciences, Inc. (“NTI”), and INVO Fertility, Inc., a Nevada corporation formerly known a
May 30, 2025	EX-10.7	Consent and Release Agreement among Five Narrow Lane LP NAYA Therapeutics Inc. and INVO Fertility, Inc. dated as of May 28, 2025 Exhibit 10.7 CONSENT AND RELEASE AGREEMENT THIS CONSENT AND RELEASE AGREEMENT (“Agreement”) is made and entered into as of May 28, 2025 by and between Five Narrow Lane LP, a Delaware limited partnership (“FNL”), Naya Therapeutics, Inc., a Delaware corporation (“NTI”), and INVO Fertility, Inc., a Nevada corporation formerly known as NAYA Biosciences, Inc. and INVO Bioscience, Inc. (the “Parent”) (e
May 30, 2025	EX-10.1	Exchange Agreement by and among NAYA Therapeutics Inc. and INVO Fertility, Inc. dated as of May 28, 2025 Exhibit 10.1 EXCHANGE AGREEMENT This Exchange Agreement (“Agreement”) is made as of May 28, 2025 by and between Naya Therapeutics, Inc., a Delaware corporation (the “Company”) and INVO Fertility, Inc., a Nevada corporation (the “Parent”). R E C I T A L S A. The Parent is the holder of 4,029,729 shares of Class A Common Stock of the Company. B. The Company and the Parent desire to exchange 801,196
May 30, 2025	EX-10.5	Exchange Agreement by and among GreenBlock Capital and INVO Fertility, Inc. dated as of May 28, 2025 EXHIBIT 10.5 Exchange AGREEMENT This Exchange Agreement (this “Agreement”) is dated effective as of May 28, 2025, by and between INVO FERTILITY, INC. (the “Company”), and GREENBLOCK CAPITAL, LLC (the “Holder”, and together with the Company, the “Parties”). W I T N E S S E T H: WHEREAS, on October 11, 2024, the Company issued to the Holder (i) shares of Series C-1 Convertible Preferred Stock (the “
May 30, 2025	EX-4.3	Amended and Restated Senior Secured Convertible Debenture Due February 11, 2026 Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST
May 30, 2025	EX-10.2	NAYA Therapeutics Inc. Secured Convertible Promissory Note Due November 28, 2026 Exhibit 10.2 THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVA
May 23, 2025	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Sta
May 21, 2025	EX-99.1	INVO Fertility Announces First Quarter 2025 Financial Results Company now exclusively focused on the growing fertility market following the April 2025 announcement to divest a majority stake in Naya Therapeutics Exhibit 99.1 INVO Fertility Announces First Quarter 2025 Financial Results Company now exclusively focused on the growing fertility market following the April 2025 announcement to divest a majority stake in Naya Therapeutics SARASOTA, Fla., May 20, 2025 — INVO Fertility, Inc. (Nasdaq: IVF) (“INVO Fertility” or the “Company”), a healthcare services fertility company focused on expanding access to a
May 21, 2025	8-K	Results of Operations and Financial Condition, Financial Statements and Exhibits 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) May 20, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File Num
May 20, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39701 INVO Fertility, Inc.
May 20, 2025	EX-10.1	Binding Term Sheet dated May 14, 2025 between the registrant and Dr. Elizabeth Pritts Exhibit 10.1 THIS TERM SHEET IS BINDING UPON THE PARTIES Dr. Elizabeth Pritts, individually and as sole trustee of the Elizabeth Pritts Revocable Living Trust (collectively “Dr. Pritts”) is currently engaged in negotiations with Fertility Labs of Wisconsin, LLC (“FLOW”), INVO Fertility, Inc., f/k/a NAYA Bioscience, Inc., f/k/a INVO Bioscience, Inc. (“INVO”), INVO Centers LLC, Wisconsin Fertility a
May 19, 2025	EX-97.1	INVO Fertility, Inc. Clawback Policy Exhibit 97.1 INVO BIOSCIENCE, INC. CLAWBACK POLICY I. Purpose and Scope The Board of Directors (the “Board”) of INVO Bioscience, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has t
May 19, 2025	10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2024 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to INVO FERTILITY, INC. (Exact name of reg
May 15, 2025	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-39701 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-39701 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐
May 2, 2025	8-K/A	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A 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 30, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File Nu
May 2, 2025	EX-10.1	Inducement Letter Agreement Exhibit 10.1 INVO FERTILITY, INC. April 30, 2025 Holder of Common Stock Purchase Warrants Issued in January 2025 Re: Inducement Offer to Exercise Common Stock Purchase Warrants Issued in January 2025 Dear Holder: INVO Fertility, Inc. (the “Company”) is pleased to offer to you (“Holder”, “you” or similar terminology) the opportunity to receive (i) new warrants to purchase shares of the Company’s co
May 2, 2025	EX-4.1	Form of New Warrant Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR
April 30, 2025	EX-21.1	SUBSIDIARIES OF THE REGISTRANT Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Bio X Cell, Inc. Incorporated in Massachusetts INVO Centers, LLC Incorporated in Delaware Orange Blossom Fertility, LLC Incorporated in Delaware Wood Violet Fertility, LLC Incorporated in Delaware Fertility Labs of Wisconsin Incorporated in Wisconsin NAYA Therapeutics, Inc. Incorporated in Delaware
April 30, 2025	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2024 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to INVO FERTILITY, INC. (Exact name of registrant as specified
April 30, 2025	EX-4.1	Description of Capital Stock Exhibit 4.1 The following description of the Company’s capital stock and provisions of its Articles of Incorporation and Bylaws are summaries and are qualified by reference to the Company’s Articles of Incorporation and Bylaws. General Our Articles of Incorporation authorizes the issuance of 104,166,667 shares of capital stock, 4,166,667 shares of which are designated as common stock, par value $0
April 30, 2025	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities 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 30, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File Numb
April 30, 2025	8-K	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 30, 2025 INVO FERTILITY, 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) April 30, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File N
April 30, 2025	EX-99.1	INVO Fertility Announces 2024 Financial Results with 116% Annual Revenue Growth and Further Improvements in Adjusted EBITDA Exhibit 99.1 INVO Fertility Announces 2024 Financial Results with 116% Annual Revenue Growth and Further Improvements in Adjusted EBITDA SARASOTA, Fla., April 30, 2025 — INVO Fertility, Inc. (Nasdaq: IVF) (“INVO Fertility” or the “Company”), a healthcare services fertility company focused on expanding access to advanced treatment through the establishment, acquisition and operation of fertility cl
April 18, 2025	EX-3.1	Amendment to Articles of Incorporation of NAYA Biosciences, Inc. Exhibit 3.1
April 18, 2025	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits 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 14, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File N
April 14, 2025	8-K	Submission of Matters to a Vote of Security Holders 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 9, 2025 NAYA BIOSCIENCES, INC. (Exact name of registrant as specified in charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File Num
March 31, 2025	NT 10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-39701 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-39701 NOTIFICATION OF LATE FILING ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR
March 31, 2025	8-K	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits 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): March 25, 2025 NAYA BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission Fil
March 24, 2025	EX-3.1	Certificate of Change Exhibit 3.1
March 24, 2025	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events 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): March 18, 2025 NAYA BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission Fil
March 24, 2025	EX-99.1	NAYA Announces a 1:12 Reverse Stock Split Effective Pre-Market Opening on March 18, 2025 Exhibit 99.1 NAYA Announces a 1:12 Reverse Stock Split Effective Pre-Market Opening on March 18, 2025 SARASOTA, Fla. and MIAMI, Mar. 13, 2025 (GLOBE NEWSWIRE) - NAYA Biosciences, Inc. (“NAYA”) (NASDAQ: NAYA), a life science portfolio company dedicated to bringing breakthrough treatments to patients in oncology, autoimmune diseases, and women’s health, and a leading provider of in vitro fertilizati
March 12, 2025	DEFR14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ De
March 7, 2025	8-K	Other Events, Financial Statements and Exhibits 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): March 7, 2025 NAYA BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File
February 25, 2025	EX-FILING FEES	Calculation of Filing Fee Table Exhibit 107 Calculation of Registration Fee Title of securities to be registered Amount to be registered(1) Proposed maximum offering price per share(3) Proposed maximum aggregate offering price(3) Amount of registration fee Common stock, $0.
February 25, 2025	S-8	As filed with the Securities and Exchange Commission on February 25, 2025 As filed with the Securities and Exchange Commission on February 25, 2025 Registration No.
February 13, 2025	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def
February 11, 2025	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D
January 31, 2025	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ D
January 16, 2025	EX-10.1	Form of Securities Purchase Agreement by and between the Company and certain investors dated January 13, 2025. Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 13, 2025, between NAYA Biosciences, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions
January 16, 2025	EX-4.1	Warrant Agency Agreement dated as of January 14, 2025 between the Company and Transfer Online, Inc. Exhibit 4.1 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) dated as of January 14, 2025 (the “Issuance Date”) between NAYA Biosciences Inc., a company incorporated under the laws of the State of Nevada (the “Company”), and Transfer Online, Inc. (the “Warrant Agent”). WHEREAS, pursuant to the terms of that certain Placement Agency Agreement, dated January 13, 2025, by
January 16, 2025	EX-10.2	Class C-2 Preferred Stock Redemption Agreement Exhibit 10.2 Class C-2 Preferred StoCK REDEMPTION Agreement This CLASS C-2 PREFERRED STOCK REDEMPTION AGREEMENT (this “Agreement”), dated January 13, 2025 (the “Agreement Date”), is entered into by and between NAYA Biosciences Inc. (the “Company”), and Five Narrow Lane LP (the “Stockholder”). The Company and the Stockholder are referred to together as the “Parties” and each as a “Party.” RECITALS
January 16, 2025	EX-99.1	NAYA Biosciences Announces Pricing of $9.5 Million Public Offering Exhibit 99.1 NAYA Biosciences Announces Pricing of $9.5 Million Public Offering SARASOTA, Fla. and MIAMI, Jan. 13, 2025 — NAYA Biosciences (“NAYA”) (NASDAQ: NAYA), a life science portfolio company dedicated to bringing breakthrough treatments to patients in oncology, autoimmune diseases, and women’s health, today announced the pricing of a public offering of an aggregate of 13,615,171 units at a p
January 16, 2025	EX-1	JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
January 16, 2025	EX-4.3	Global Warrant Exhibit 4.3 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
January 16, 2025	8-K	Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 10, 2025 NAYA BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission F
January 16, 2025	EX-1.1	Placement Agency Agreement by and between the Company and the Placement Agent dated January 13, 2025. Exhibit 1.1 PLACEMENT AGENCY AGREEMENT January 13, 2025 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”), NAYA Biosciences, Inc., a Nevada corporation (the “Company”), hereby agrees to sell up to an aggregate of $9,530,619.70 of registered (a) (i) shares (“Shares”) of the Company’s common stock, $0.00
January 16, 2025	EX-4.2	Form of Pre-Funded Warrant Exhibit 4.2 PREFUNDED COMMON STOCK PURCHASE WARRANT NAYA Biosciences, Inc. Warrant Shares: 11,003,571 Issue Date: January 14, 2025 THIS PREFUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the d
January 16, 2025	EX-4.4	Form of Placement Agent Warrant Exhibit 4.4 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT NAYA Biosciences, Inc. Warrant Shares: 746,357 Initial Exercise Date: July 14, 2025 Issue Date: January 14, 2025 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Maxim Partners LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and th
January 14, 2025	424B4	NAYA Biosciences, Inc. 2,611,600 Units consisting of One Share of Common Stock to Purchase One Share of Common Stock and One Warrant to Purchase One Share of Common Stock 11,003,571 Units consisting of One Pre-Funded Warrant to Purchase One Share of PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-283872 NAYA Biosciences, Inc. 2,611,600 Units consisting of One Share of Common Stock to Purchase One Share of Common Stock and One Warrant to Purchase One Share of Common Stock 11,003,571 Units consisting of One Pre-Funded Warrant to Purchase One Share of Common Stock and One Warrant to Purchase One Share of Common Stock 11,003,571
January 8, 2025	EX-4.29	Form of Warrant Agency Agreement Exhibit 4.29 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) dated as of January [ ], 2025 (the “Issuance Date”) between NAYA Biosciences Inc., a company incorporated under the laws of the State of Nevada (the “Company”), and Transfer Online, Inc. (the “Warrant Agent”). WHEREAS, pursuant to the terms of that certain Placement Agency Agreement, dated January [ ], 2025,
January 8, 2025	EX-FILING FEES	Filing Fee Table EXHIBIT 107 Calculation of Filing Fee Tables S-1 (Form Type) NAYA BIOSCIENCES, INC.
January 8, 2025	EX-1.1	Form of Placement Agency Agreement Exhibit 1.1 PLACEMENT AGENCY AGREEMENT [ ], 2025 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”), NAYA Biosciences, Inc., a Nevada corporation (the “Company”), hereby agrees to sell up to an aggregate of $[ ] of registered (a) (i) shares (“Shares”) of the Company’s common stock, $0.0001 par value per
January 8, 2025	CORRESP	5582 Broadcast Court Sarasota, Florida 34320 January 8, 2025 5582 Broadcast Court Sarasota, Florida 34320 January 8, 2025 Division of Corporation Finance Office of Industrial Applications and Services Securities and Exchange Commission 100 F Street, N.
January 8, 2025	S-1/A	As filed with the U.S. Securities and Exchange Commission on January 8, 2025 As filed with the U.S. Securities and Exchange Commission on January 8, 2025 Registration No. 333-283872 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NAYA BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada 3841 20-4036208 (State or other jurisdiction of incorp
January 7, 2025	EX-99.1	NAYA Biosciences Inc. Corporate Presentation Exhibit 99-1
January 7, 2025	EX-FILING FEES	Filing Fee Table EXHIBIT 107 Calculation of Filing Fee Tables S-1 (Form Type) NAYA BIOSCIENCES, INC.
January 7, 2025	EX-24.1	Power of Attorney (included on signature page) Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Steven Shum and Andrea Goren, and each of them, his or her true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities to sign any or all amendment
January 7, 2025	8-K	Financial Statements and Exhibits, Other Events 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 7, 2025 NAYA BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission Fil
January 7, 2025	EX-10.73	Form of Securities Purchase Agreement Exhibit 10.73 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2025, between NAYA Biosciences, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth
January 7, 2025	S-1/A	As filed with the U.S. Securities and Exchange Commission on January 7, 2025 As filed with the U.S. Securities and Exchange Commission on January 7, 2025 Registration No. 333-283872 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO.1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NAYA BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada 3841 20-4036208 (State or other jurisdiction of incorpo
January 7, 2025	EX-4.28	Form of Pre-Funded Warrant Exhibit 4.28 PREFUNDED COMMON STOCK PURCHASE WARRANT NAYA Biosciences, Inc. Warrant Shares: Issue Date: , 2025 THIS PREFUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Ini
January 7, 2025	EX-4.1	Description of Capital Stock. Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK The following description of the Company’s capital stock and provisions of its Articles of Incorporation and Bylaws are summaries and are qualified by reference to the Company’s Articles of Incorporation and Bylaws. General Our Articles of Incorporation authorizes the issuance of 150,000,000 shares of capital stock, 50,000,000 shares of which are designated
January 7, 2025	EX-1.1	Form of Placement Agency Agreement Exhibit 1.1 PLACEMENT AGENCY AGREEMENT [ ], 2025 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”), NAYA Biosciences, Inc., a Nevada corporation (the “Company”), hereby agrees to sell up to an aggregate of $[ ] of registered (a) (i) shares (“Shares”) of the Company’s common stock, $0.0001 par value per
January 7, 2025	EX-4.27	Form of Common Stock Purchase Warrant Exhibit 4.27 COMMON STOCK PURCHASE WARRANT NAYA Biosciences, Inc. Warrant Shares: Issue Date: , 2025 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”)
December 19, 2024	CORRESP	5582 Broadcast Court Sarasota, Florida 34320 December 19, 2024 5582 Broadcast Court Sarasota, Florida 34320 December 19, 2024 Division of Corporation Finance Office of Industrial Applications and Services Securities and Exchange Commission 100 F Street, N.
December 17, 2024	EX-FILING FEES	Filing Fee Table EXHIBIT 107 Calculation of Filing Fee Tables S-1 (Form Type) NAYA BIOSCIENCES, INC.
December 17, 2024	EX-10.72	License Agreement, dated December 20, 2023 between Yissum Research Development Company of the Hebrew University of Jerusalem, Ltd, University of Rijeka Faculty of Medicine, and NAYA Therapeutics, Inc (fka NAYA Biosciences, Inc.) Exhibit 10.72 LICENSE AGREEMENT This License Agreement (“Agreement”) is made in Jerusalem this 20 day of December 2023 (the “Effective Date”), by and between: YISSUM RESEARCH DEVELOPMENT COMPANY OF THE HEBREW UNIVERSITY OF JERUSALEM, LTD., of Hi Tech Park, Edmond J. Safra Campus, Givat Ram, Jerusalem 91390, Israel (“Yissum”); and UNIVERSITY OF RIJEKA FACULTY OF MEDICINE, of 20 Brace Branchetta, Ri
December 17, 2024	EX-10.68	Sublicense Agreement, dated December 21, 2023 between Cytovia Therapeutics, Inc. and NAYA Therapeutics, Inc. (fka NAYA Biosciences, Inc) Exhibit 10.68 SUBLICENSE AGREEMENT This Sublicense Agreement (“Agreement”) is entered into on Dec 21, 2023 (the “Effective Date”), by and between Cytovia Therapeutics, LLC, a Delaware limited liability company (formerly organized as, converted from, and as legal successor to, Cytovia Therapeutics, Inc., a Delaware Corporation) (“Cytovia”) and Naya Biosciences Inc., a Delaware corporation (“Naya”).
December 17, 2024	EX-10.71	License Agreement, dated December 19, 2023, between Inserm Transfert, Cytovia Therapeutics, Inc., and NAYA Therapeutics, Inc (fka NAYA Biosciences, Inc.). Exhibit 10.71 LICENSE AGREEMENT N° 19322D10 This License Agreement (the “Agreement”) is made as of its last date of signature by all signatories (the “Effective Date”) by and between: Inserm Transfert SA, a limited company (société anonyme à directoire et conseil de surveillance) organized under the laws of France, with share capital of €9,573,470, whose registered headquarters are located at Pari
December 17, 2024	S-1	As filed with the U.S. Securities and Exchange Commission on December 17, 2024 As filed with the U.S. Securities and Exchange Commission on December 17, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NAYA BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada 3841 20-4036208 (State or other jurisdiction of incorporation or organization
December 17, 2024	EX-10.70	Employment Agreement, dated August 1, 2023, between Dr. Daniel Teper and NAYA Therapeutics, Inc (fka NAYA Biosciences, Inc.). Exhibit 10.70 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and is effective for all purposes and in all respects as of the August 1, 2023 (the “Effective Date”), by and between, by and between Naya Oncology, Inc., a Delaware corporation (the “Company”), and Dr. Daniel Teper, an individual (the “Executive”). Each of the Company and the Executive is also sometimes herein
December 17, 2024	EX-10.69	Amendment Number 1 to Asset Purchase Agreement, dated May 17, 2024 between NAYA Therapeutics, Inc. (fka NAYA Biosciences, Inc.), Cytovia Therapeutics Holdings, Inc., and Cytovia Therapeutics, LLC. Exhibit 10.69 POST EFFECTIVE AMENDMENT NUMBER 1 TO ASSET PURCHASE AGREEMENT This Post Effective Amendment Number 1 (the “Amendment”), dated May 17 2024 (the “Amendment Date”), to the Asset Purchase Agreement, originally entered into as of October 20, 2023, (the “Agreement”), by and among NAYA Biosciences Inc., a Delaware corporation (the “Buyer”), Cytovia Therapeutics Holdings, Inc., a Delaware co
December 13, 2024	S-3/A	As filed with the Securities and Exchange Commission on December 13, 2024 As filed with the Securities and Exchange Commission on December 13, 2024 Registration No.
December 13, 2024	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) NAYA Biosciences, Inc.
December 12, 2024	EX-99.2	NAYA THERAPEUTICS, INC. (FORMER NAME NAYA BIOSCIENCES, INC.) FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 TABLE OF CONTENTS Exhibit 99.2 NAYA THERAPEUTICS, INC. (FORMER NAME NAYA BIOSCIENCES, INC.) FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 TABLE OF CONTENTS Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 2 BALANCE SHEETS 4 STATEMENTS OF OPERATIONS 5 STATEMENT OF STOCKHOLDERS’ DEFICIT 6 STATEMENTS OF CASH FLOWS 7 NOTES TO FINANCIAL STATEMENTS 8 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
December 12, 2024	EX-99.3	NAYA THERAPEUTICS, INC. (FORMER NAME NAYA BIOSCIENCES, INC.) FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2024 TABLE OF CONTENTS Exhibit 99.3 NAYA THERAPEUTICS, INC. (FORMER NAME NAYA BIOSCIENCES, INC.) FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2024 TABLE OF CONTENTS BALANCE SHEETS 2 STATEMENTS OF OPERATIONS 3 STATEMENTS OF STOCKHOLDERS’ DEFICIT 4 STATEMENTS OF CASH FLOWS 5 NOTES TO FINANCIAL STATEMENTS 6 1 NAYA THERAPEUTICS, INC. (FORMER NAME NAYA BIOSCIENCES, INC.) BALANCE SHEETS September 30, 2024 December 31, 2023 (
December 12, 2024	8-K/A	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 11, 2024 NAYA BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission
December 12, 2024	EX-99.4	NAYA BIOSCIENCES, INC. UNAUDITED PRO FORMA FINANCIAL STATEMENTS Exhibit 99.4 NAYA BIOSCIENCES, INC. UNAUDITED PRO FORMA FINANCIAL STATEMENTS Legacy NAYA Merger On October 11, 2024 (the “Effective Time”), the Company, Merger Sub, and Legacy NAYA entered into an Amended and Restated Agreement and Plan of Merger (the “A&R Merger Agreement”) and consummated and the transactions contemplated thereby. Upon the terms and subject to the conditions set forth in the A&R
November 21, 2024	CORRESP	10250 Constellation Blvd. 10250 Constellation Blvd. 19th Floor Los Angeles, CA 90067 310.553.3000 TEL 310.556.2920 FAX November 20, 2024 Marc A. Indeglia Direct Dial 310.282.6245 Direct Fax 310.785.3545 Email [email protected] Katherine Bagley, Esq. Robert Augustin, Esq. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: NAYA Biosciences, Inc. Registration Statement on Form S-3 Filed May
November 19, 2024	10-Q/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39701 N
November 19, 2024	10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 3) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 3) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to NAYA BIOSCIENCES, INC. (FORMER NAME: IN
November 19, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39701 NAYA Biosciences
November 14, 2024	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-39701 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-39701 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SA
November 13, 2024	SC 13G/A	INVO / INVO BioScience, Inc. / INTRACOASTAL CAPITAL, LLC - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* NAYA Bioscience, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 44984F401 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the
November 8, 2024	8-K	Financial Statements and Exhibits, Other Events 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): November 4, 2024 NAYA BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission F
October 22, 2024	RW	NAYA BIOSCIENCES, INC. 5582 Broadcast Court Sarasota, FL 34240 October 21, 2024 NAYA BIOSCIENCES, INC. 5582 Broadcast Court Sarasota, FL 34240 October 21, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street N.E. Washington, DC 20549 Re: NAYA Biosciences, Inc. (File No. 333-276529) Request to Withdraw Registration Statement on Form S-4 Ladies and Gentlemen: In accordance with Rule 477 under the Securities Act of 1933 (the “Securities Ac
October 15, 2024	EX-10.3	Second Amendment to Revenue Loan and Security Agreement by and among Steven Shum, the registrant, the Guarantors, and Decathlon Alpha V, L.P. dated October 11, 2024, filed as exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 15, 2024 and incorporated herein by reference. Exhibit 10.3 SECOND AMENDMENT TO REVENUE LOAN AND SECURITY AGREEMENT This second amendment (this “Second Amendment”) to that certain Revenue Loan and Security Agreement dated September 29, 2023, as amended September 24, 2024 (the “Agreement”), by and among Steven Shum (“Key Person”), INVO Bioscience Inc., a Nevada corporation (the “Company”), the Guarantors identified on the signature page hereto
October 15, 2024	EX-4.1	7.0% Senior Secured Convertible Debenture. Filed as exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 15, 2024 and incorporated herein by reference. Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST
October 15, 2024	8-K	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): October 11, 2024 INVO BIOSCIENCE, 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): October 11, 2024 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission Fi
October 15, 2024	EX-3.3	Certificate of Designation Establishing Series C-2 Convertible Preferred Stock of the registrant Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 15, 2024. Exhibit 3.3 EXHIBIT TO CERTIFICATE OF DESIGNATIONS OF SERIES C-2 CONVERTIBLE PREFERRED STOCK OF INVO BIOSCIENCE, INC. I, Steven Shum, hereby certify that I am the Chief Executive Officer of INVO Bioscience, Inc. (the “Company”), a corporation organized and existing under the Nevada Revised Statutes (the “NRS”), and further do hereby certify the following: That pursuant to the authority expressly c
October 15, 2024	EX-10.2	Assignment and Assumption Agreement by and among NAYA Therapeutics, Inc (fka NAYA Biosciences, Inc.) and the registrant dated as of October 11, 2024, filed as exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 15, 2024 and incorporated herein by reference. Exhibit 10.2 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION (this “Assignment”) is made as of October 11, 2024 (the “Effective Date”), by and between NAYA Biosciences, Inc., a Delaware corporation (“Assignor”), and INVO Bioscience, Inc., a Nevada corporation (“Assignee”). WITNESSETH WHEREAS, Assignor entered into that certain Registration Rights Agreement, dated as of September
October 15, 2024	EX-3.1	Amendment to Articles of Incorporation of the registrant Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 15, 2024. Exhibit 3.1
October 15, 2024	EX-2.1	Amended and Restated Agreement and Plan of Merger, entered into as of October 11, 2024, by and among NAYA Biosciences, Inc., the registrant, INVO Merger Sub Inc. Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 15, 2024. Exhibit 2.1 Execution Version AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER By and Among INVO BIOSCIENCE, INC. INVO MERGER SUB INC. And NAYA BIOSCIENCES, INC. Dated as of October 11, 2024 Execution Version TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 ARTICLE II THE MERGER 17 ARTICLE III EFFECT OF THE MERGER ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES 18 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF
October 15, 2024	EX-10.1	Joinder Agreement by and among Five Narrow Lane LP and the registrant dated as of October 11, 2024, filed as exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 15, 2024 and incorporated herein by reference. Exhibit 10.1 JOINDER AGREEMENT THIS JOINDER AGREEMENT (this “Joinder Agreement”) to that certain Securities Purchase Agreement (the “Purchase Agreement”) dated as of January 3, 2024, between NAYA Biosciences, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Pu
October 15, 2024	EX-3.2	Certificate of Designation Establishing Series C-1 Convertible Preferred Stock of the registrant Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 15, 2024. Exhibit 3.2 EXHIBIT A TO CERTIFICATE OF DESIGNATION OF SERIES C-1 CONVERTIBLE PREFERRED STOCK OF INVO BIOSCIENCES, INC. I, Steven Shum, hereby certify that I am the Chief Executive Officer of INVO Bioscience, Inc. (the “Corporation”), a corporation organized and existing under the Nevada Revised Statutes (the “NRS”), and further do hereby certify the following: That pursuant to the authority expre
October 15, 2024	EX-99.1	INVO Bioscience and NAYA Biosciences Close Merger, Combined Company to Operate as NAYA Biosciences (NASDAQ: NAYA) Exhibit 99.1 INVO Bioscience and NAYA Biosciences Close Merger, Combined Company to Operate as NAYA Biosciences (NASDAQ: NAYA) Combined company to expand portfolio of clinical & commercial-stage assets in fertility, oncology, and autoimmune diseases SARASOTA, Fla. and MIAMI, Oct. 14, 2024 (GLOBE NEWSWIRE) — INVO Bioscience (“INVO”) (NASDAQ: INVO) today announced it has closed its merger with NAYA
October 1, 2024	EX-10.3	Subordination Agreement, dated September 20, 2024 between the Company, Decathlon, Alpha V L.P., and Cedar Advance, LLC, filed as exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 1, 2024 and incorporated herein by reference. Exhibit 10.3 SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT (this “Agreement”) is made as of September 18, 2024, among: INVO BIOSCIENCE INC., a Nevada corporation, 5582 Broadcast Court Sarasota, FL 34240 (“Debtor”); DECATHLON, ALPHA V L.P., a Delaware limited partnership, 1441 West Ute Boulevard, Suite 240 Park City, UT 84098 (the “Senior Creditor”); and CEDAR ADVANCE LLC 5401 Collins Avenue
October 1, 2024	EX-10.1	Standard Merchant Cash Advance Agreement, dated September 25, 2024 between the Company and Cedar Advance, LLC, filed as exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 1, 2024 and incorporated herein by reference. Exhibit 10.1
October 1, 2024	EX-10.2	Amended and Restated First Amendment to Revenue Loan and Security Agreement, dated September 24, 2024, filed as exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 1, 2024 and incorporated herein by reference. Exhibit 10.2 AMENDED AND RESTATED FIRST AMENDMENT TO REVENUE LOAN AND SECURITY AGREEMENT This amended and restated first amendment (this “Restated First Amendment”) to that certain Revenue Loan and Security Agreement dated September 29, 2023 (the “Agreement”), by and among Steven Shum (“Key Person”), INVO Bioscience Inc., a Nevada corporation (the “Company”), the Guarantors identified on the signa
October 1, 2024	8-K	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 25, 2024 INVO BIOSCIENCE 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 25, 2024 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission F
September 20, 2024	8-K	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 18, 2024 INVO BIOSCIENC 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 18, 2024 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission
September 18, 2024	EX-2.1	Fourth Amendment to Agreement and Plan of Merger by and among the registrant, INVO Merger Sub, Inc., and NAYA Therapeutics, Inc (fka NAYA Biosciences, Inc.) dated as of September 12, 2024. Exhibit 2.1 FOURTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Fourth Amendment (the “Amendment”), dated as of September 12, 2024, to the Agreement and Plan of Merger, originally entered into as of October 22, 2023 (as amended by the First Amendment to Agreement and Plan of Merger, dated as of October 25, 2023, the Second Amendment to Agreement and Plan of Merger, dated as of December 27, 2023,
September 18, 2024	8-K	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 12, 2024 INVO BIOSCIENC 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 12, 2024 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission
August 14, 2024	8-K	Results of Operations and Financial Condition, Financial Statements and Exhibits 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) August 14, 2024 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File
August 14, 2024	EX-99.1	INVO Reports Record Second Quarter 2024 Financial Results with 481% Revenue Growth and a $1.1 Million Improvement to Adjusted EBITDA Exhibit 99.1 INVO Reports Record Second Quarter 2024 Financial Results with 481% Revenue Growth and a $1.1 Million Improvement to Adjusted EBITDA SARASOTA, Fla., August 14, 2024 — INVO Bioscience, Inc. (Nasdaq: INVO) (“INVO” or the “Company”), a healthcare services fertility company focused on expanding access to advanced treatment through the establishment and acquisition of fertility clinics, an
August 14, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39701 INVO Bioscience, Inc.
July 31, 2024	CORRESP	Financial Metrics Scalar Report 10250 Constellation Blvd. 19th Floor Los Angeles, CA 90067 310.553.3000 TEL 310.556.2920 FAX July 31, 2024 Marc A. Indeglia Direct Dial 310.282.6245 Direct Fax 310.785.3545 Email [email protected] Katherine Bagley, Esq. Robert Augustin, Esq. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: INVO Bioscience, Inc. Registration Statement on Form S-3 Filed May 21, 2
July 8, 2024	CORRESP	10250 Constellation Blvd. 10250 Constellation Blvd. 19th Floor Los Angeles, CA 90067 310.553.3000 TEL 310.556.2920 FAX Marc A. Indeglia July 8, 2024 Direct Dial 310.282.6245 Direct Fax 310.785.3545 Email [email protected] Katherine Bagley, Esq. Robert Augustin, Esq. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: INVO Bioscience, Inc. Registration Statement on Form S-3 Filed May 21, 20
July 5, 2024	8-K	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): June 28, 2024 INVO BIOSCIENCE, IN 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): June 28, 2024 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File
June 20, 2024	8-K	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): June 13, 2024 INVO BIOSCIENCE, IN 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): June 13, 2024 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File
May 21, 2024	S-3	As filed with the Securities and Exchange Commission on May 21, 2024 As filed with the Securities and Exchange Commission on May 21, 2024 Registration No.
May 21, 2024	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) INVO Bioscience, Inc.
May 15, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39701 INVO Bioscience, Inc
May 15, 2024	EX-99.1	INVO Reports Record First Quarter 2024 Financial Results 353% Revenue Growth with improvement in Adjusted EBITDA Exhibit 99.1 INVO Reports Record First Quarter 2024 Financial Results 353% Revenue Growth with improvement in Adjusted EBITDA SARASOTA, Fla., May 15, 2024 — INVO Bioscience, Inc. (Nasdaq: INVO) (“INVO” or the “Company”), a healthcare services fertility company focused on expanding access to advanced treatment worldwide through the establishment and acquisition of fertility clinics, and with the in
May 15, 2024	8-K	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) May 15, 2024 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) May 15, 2024 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File Nu
May 6, 2024	EX-10.1	Amendment to Securities Purchase Agreement by and between INVO Bioscience, Inc. and NAYA Biosciences, Inc. dated as of May 1, 2024. Exhibit 10.1 AMENDMENT TO SECURITIES PURCHASE AGREEMENT THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of May 1, 2024, by and between INVO Bioscience, Inc., a Nevada corporation (the “Company”), and NAYA Biosciences, Inc., a Delaware corporation (the “Subscriber”). WHEREAS, the Company and the Subscriber are parties to that certain Securities Purchase Agreement dated
May 6, 2024	EX-2.1	Third Amendment to Agreement and Plan of Merger by and among INVO Bioscience, Inc., INVO Merger Sub, Inc., and NAYA Biosciences, Inc. dated as of May 1, 2024. Exhibit 2.1 THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Third Amendment (the “Amendment”), dated as of May 1, 2024, to the Agreement and Plan of Merger, originally entered into as of October 22, 2023, and amended thereafter on October 25, 2023 and December 26, 2023 (as amended, the “Merger Agreement”), by and among NAYA Biosciences, Inc., a Delaware corporation (the “Company”), INVO Biosc
May 6, 2024	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Unregistered Sales of Equity Securities 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): May 1, 2024 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File Nu
April 29, 2024	EX-10.81	Invo Bioscience, Inc. – Insider Trading Policy. Exhibit 10.81 INVO BIOSCIENCE INC. – INSIDER TRADING POLICY Securities Trades By Directors, Officers, Employees and designated vendors The Need For A Policy Statement As you may be aware, the SEC and the U.S. Attorneys have vigorously pursued violations of insider trading laws. Congress expanded the authority of the SEC and the Justice Department, adopting the Insider Trading and Securities Fraud
April 29, 2024	10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 2) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 2) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to INVO BIOSCIENCE, INC. (Exact name of re
April 19, 2024	8-K	Termination of a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits 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 Num
April 17, 2024	8-K	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, I 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 Num
April 17, 2024	10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to INVO BIOSCIENCE, INC. (Exact name of re
April 17, 2024	EX-10.1	Amendment to Warrant Agency Agreement, dated April 17, 2024 between the Company and Transfer Online, Inc., filed as exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 17, 2024 and incorporated herein by reference. 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 Agen
April 16, 2024	EX-21.1	Subsidiaries filed as an Exhibit to our Annual Report on Form 10-K for the year ended December 31, 2023 and incorporated herein by reference. Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Bio X Cell, Inc. Incorporated in Massachusetts INVO Centers, LLC Incorporated in Delaware Orange Blossom Fertility, LLC Incorporated in Delaware Wood Violet Fertility, LLC Incorporated in Delaware Fertility Labs of Wisconsin Incorporated in Wisconsin
April 16, 2024	EX-99.1	INVO Reports Fourth Quarter and Full Year 2023 Financial Results Exhibit 99.1 INVO Reports Fourth Quarter and Full Year 2023 Financial Results SARASOTA, Fla., April 16, 2024 - INVO Bioscience, Inc. (Nasdaq: INVO) (“INVO” or the “Company”), a healthcare services fertility company focused on expanding access to advanced treatment worldwide through the establishment and acquisition of fertility clinics, and with the intravaginal culture (“IVC”) procedure enabled b
April 16, 2024	8-K	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 16, 2024 INVO BIOSCIENCE, IN 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 16, 2024 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File
April 16, 2024	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to INVO BIOSCIENCE, INC. (Exact name of registrant as specifie
April 16, 2024	EX-4.1	Description of Capital Stock Exhibit 4.1 DESCRIPTION OF SECURITIES Our authorized capital stock consists of 50,000,000 shares of common stock, $0.0001 par value and 100,000,000 shares of preferred stock, $0.0001 par value. As of December 31, 2023, there were 2,492,531 shares of our common stock outstanding that were held of record by 188 stockholders of record. The following description is only a summary. You should also refe
April 11, 2024	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant 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 5, 2024 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File
April 11, 2024	EX-4.3	Second Common Stock Purchase Warrant, filed as Exhibit 4.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 11, 2024 and incorporated herein by reference. Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG
April 11, 2024	EX-4.2	First Common Stock Purchase Warrant, filed as Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 11, 2024 and incorporated herein by reference. Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG
April 11, 2024	EX-4.1	Promissory Note, filed as Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 11, 2024 and incorporated herein by reference. Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T
April 11, 2024	EX-10.1	Purchase Agreement by and between the registrant and FirstFire Global Opportunities Fund, LLC dated as of April 5, 2024, filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 11, 2024 and incorporated herein by reference. Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 5, 2024, by and between INVO BIOSCIENCE, INC., a Nevada corporation, with headquarters located at 5582 Broadcast Court, Sarasota, FL 34240 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite
April 2, 2024	8-K/A	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 27, 2024 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission Fi
April 1, 2024	EX-10.1	Purchase Agreement by and between the registrant and Triton Funds LP dated as of March 27, 2024, filed as Exhibit 10.1 to our Current Report filed with the Securities and Exchange Commission on April 1, 2024 and incorporated herein by reference. Exhibit 10.1 PURCHASE AGREEMENT PURCHASE AGREEMENT (the “Agreement”), dated as of March 27, 2024, by and between INVO BIOSCIENCE, INC., a Delaware corporation (the “Company”), and TRITON FUNDS LP, a Delaware limited partnership (the “Investor”). RECITALS WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes to
April 1, 2024	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits 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): March 27, 2024 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File
April 1, 2024	NT 10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-39701 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-39701 NOTIFICATION OF LATE FILING ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR
April 1, 2024	EX-4.1	Common Stock Purchase Warrant dated March 27, 2024, filed as Exhibit 4.1 to our Current Report filed with the Securities and Exchange Commission on April 1, 2024 and incorporated herein by reference. Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR
March 29, 2024	424B5	INVO BIOSCIENCE, INC. 523,344 Shares of Common Stock Filed pursuant to Rule 424(b)(5) Registration No. 333-255096 Prospectus Supplement (to Prospectus dated April 16, 2021) INVO BIOSCIENCE, INC. 523,344 Shares of Common Stock This prospectus supplement relates to the issuance and sale, from time to time, of up to 523,344 shares of our common stock, par value $0.0001 per share to Triton Funds LP pursuant to a purchase agreement entered into on March
March 27, 2024	10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 2) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 2) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to INVO BIOSCIENCE, INC. (Exact name of re
March 1, 2024	EX-10.1	Agreement for the Future Purchase and Sale of Future Receipts, filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2024 and incorporated herein by reference. Exhibit 10.1
March 1, 2024	8-K	Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits 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) February 26, 2024 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission Fi
February 6, 2024	SC 13G/A	US44984F4019 / INVO BIOSCIENCE INC / INTRACOASTAL CAPITAL, LLC - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment SC 13G/A 1 ea192884-13ga1intrainvo.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* INVO Bioscience, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 44984F401 (CUSIP Number) December 31, 2023 (Date of Event Which Require
February 1, 2024	8-K	Other Events 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 19, 2024 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission Fi
January 16, 2024	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) INVO Bioscience, Inc.
January 16, 2024	S-4	As filed with the Securities and Exchange Commission on Date January 16, 2024 Registration No. 333 _____ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INVO BIO As filed with the Securities and Exchange Commission on Date January 16, 2024 Registration No.
January 10, 2024	8-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 27, 2023 INVO BIOSCIEN UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 27, 2023 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission
January 10, 2024	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits 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 4, 2024 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission Fil
January 3, 2024	EX-2.1	Second Amendment to Agreement and Plan of Merger by and among the registrant, INVO Merger Sub, Inc., and NAYA Therapeutics, Inc (fka NAYA Biosciences, Inc.) dated December 27, 2023. Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 3, 2024. Exhibit 2.1 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Second Amendment (this “Amendment”), dated December 27, 2023, to the Agreement and Plan of Merger, originally entered into as of October 22, 2023, and amended thereafter on October 25, 2023 (the “Merger Agreement”), by and among NAYA Biosciences, Inc., a Delaware corporation (the “Company”), INVO Bioscience, Inc., a Nevada corporati
January 3, 2024	EX-10.1	Securities Purchase Agreement by and between the registrant and NAYA Therapeutics, Inc (fka NAYA Biosciences, Inc.)dated as of December 29, 2023, filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 3, 2024 and incorporated herein by reference. Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 29, 2023, by and between INVO Bioscience, Inc., a Nevada corporation (the “Company”), and NAYA Biosciences, Inc., a Delaware corporation (the “Subscriber”). WHEREAS, the Company and the Subscriber are executing and delivering this Agreement in reliance upon an exemption from secur
January 3, 2024	8-K	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 27, 2023 INVO BIOSCIENCE 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 27, 2023 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission F
December 28, 2023	8-K	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 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
December 28, 2023	8-K	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 26, 2023 INVO BIOSCIENCE 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 26, 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
December 28, 2023	424B7	INVO Bioscience, Inc. Up to 6,241,493 Shares of Restricted Common Stock and Common Stock Issuable Upon Exercise of Certain Convertible Debentures and Common Stock Purchase Warrants Filed Pursuant to Rule 424(b)(7) Registration No. 333-272872 PROSPECTUS SUPPLEMENT (To prospectus dated July 7, 2023) INVO Bioscience, Inc. Up to 6,241,493 Shares of Restricted Common Stock and Common Stock Issuable Upon Exercise of Certain Convertible Debentures and Common Stock Purchase Warrants This prospectus supplement modifies, supersedes and supplements certain information contained in, and
December 28, 2023	EX-4.1	Amendment to Common Stock Purchase Warrant, filed as Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 28, 2023 and incorporated herein by reference. 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 pu
December 13, 2023	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits 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 12, 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
December 13, 2023	EX-3.1	Amendment No. 1 to Bylaws of the registrant Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2023. Exhibit 3.1 AMENDMENT NO. 1 TO BYLAWS OF INVO BIOSCIENCE INC. a Nevada corporation (f/k/a Emys Salsa Aji Distribution Company, Inc.) Pursuant to resolutions of the Board of Directors (the “Board”) of INVO Bioscience, Inc. a Nevada corporation f/k/a Emys Salsa Aji Distribution Company, Inc. (the “Corporation”) adopted via unanimous written consent of the Board dated December 12, 2023 and in accorda
December 13, 2023	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stateme
November 28, 2023	EX-99.1	INVO Bioscience Regains Compliance with Nasdaq Minimum Stockholders’ Equity Requirement Exhibit 99.1 INVO Bioscience Regains Compliance with Nasdaq Minimum Stockholders’ Equity Requirement SARASOTA, Fla., November 28, 2023 — INVO Bioscience, Inc. (Nasdaq: INVO) (“INVO” or the “Company”), a healthcare services company focused on expanding access to advanced fertility treatment worldwide with its INVOcell® medical device and the intravaginal culture (“IVC”) procedure it enables, today
November 28, 2023	8-K	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): November 22, 2023 INVO BIOSCIENCE 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): November 22, 2023 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission F
November 24, 2023	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Stateme
November 20, 2023	EX-3.1	Certificate of Designation Establishing Series A Preferred Stock of the registrant Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 20, 2023. Exhibit 3.1 EXHIBIT A TO CERTIFICATE OF DESIGNATION ESTABLISHING SERIES A PREFERRED STOCK OF INVO BIOSCIENCE, INC. A Nevada Corporation By resolution of the board of directors pursuant to a provision in the articles of incorporation of the Corporation, this certificate establishes this series, which consists of 1,000,000 shares of preferred stock, par value $0.0001 per share, hereby designated as
November 20, 2023	EX-3.2	Certificate of Designation Establishing Series B Preferred Stock of the registrant Incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 20, 2023. Exhibit 3.2 EXHIBIT A TO CERTIFICATE OF DESIGNATION ESTABLISHING SERIES B PREFERRED STOCK OF INVO BIOSCIENCE, INC. A Nevada Corporation By resolution of the board of directors pursuant to a provision in the articles of incorporation of the Corporation, this certificate establishes this series, which consists of 1,200,000 shares of preferred stock, par value $0.0001 per share, hereby designated as
November 20, 2023	EX-10.1	Share Exchange Agreement by and between the registrant and Cytovia Therapeutics Holdings, Inc. dated as of November 19, 2023, filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 20, 2023 and incorporated herein by reference. Exhibit 10.1 SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is entered into as of November 19, 2023, by and among INVO Bioscience, Inc., a Nevada corporation (“INVO”) and Cytovia Therapeutics Holdings, Inc., a Delaware corporation (“Cytovia,” and together with INVO, the “Parties,” and each a “Party”). WHEREAS, the Company desires to exchange shares of common stock of its
November 20, 2023	8-K	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): November 19, 2023 INVO BIOSCIENCE 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): November 19, 2023 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission F
November 13, 2023	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stateme
November 13, 2023	8-K	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): November 9, 2023 INVO BIOSCIENCE, 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): November 9, 2023 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission Fi
November 13, 2023	EX-99.1	INVO Reports Record Third Quarter 2023 Financial Results Company Expects to Host Conference Call Shortly After November 20, 2023 Following the Progress of Certain Closing Conditions Pertaining to the Announced Merger Agreement with NAYA Biosciences Exhibit 99.1 INVO Reports Record Third Quarter 2023 Financial Results Company Expects to Host Conference Call Shortly After November 20, 2023 Following the Progress of Certain Closing Conditions Pertaining to the Announced Merger Agreement with NAYA Biosciences SARASOTA, Fla., Nov. 13, 2023 /PRNewswire/ — INVO Bioscience, Inc. (Nasdaq: INVO) (“INVO” or the “Company”), a healthcare services fertili
November 13, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39701 INVO Bioscience,
November 13, 2023	8-K	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): November 13, 2023 INVO BIOSCIENCE 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): November 13, 2023 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission F
November 13, 2023	8-K	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) November 13, 2023 INVO BIOSCIENCE, 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) November 13, 2023 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission Fi
November 13, 2023	EX-99.1	INVO Bioscience Announces Commencement of Waiver Solicitation From Holders of the Company’s Common Stock Purchase Warrants Exhibit 99.1 INVO Bioscience Announces Commencement of Waiver Solicitation From Holders of the Company’s Common Stock Purchase Warrants SARASOTA, Fla., November 9, 2023 — INVO Bioscience, Inc. (Nasdaq: INVO) (“INVO” or the “Company”), a healthcare services company focused on expanding access to advanced fertility treatment worldwide with its INVOcell® medical device and the intravaginal culture (“
November 13, 2023	SC TO-C	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): November 13, 2023 INVO BIOSCIENCE 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): November 13, 2023 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission F
November 13, 2023	EX-99.2	Notice of Waiver Solicitation Dated November 9, 2023 INVO BIOSCIENCE, INC. COMMON STOCK PURCHASE WARRANT (CUSIP No. 44984F112) Exhibit 99.2 Notice of Waiver Solicitation Dated November 9, 2023 INVO BIOSCIENCE, INC. COMMON STOCK PURCHASE WARRANT (CUSIP No. 44984F112) The Waiver Solicitation, as defined below, will expire at 5:00 p.m., New York City time, on November 15, 2023, or such later time and date to which the Waiver Solicitation is extended (such time and date, the “Expiration Time”). Reference is made to those cert
October 26, 2023	EX-99.1	INVO Bioscience and NAYA Biosciences Announce Definitive Merger Agreement To Establish Expanded Publicly Traded Life Science Company Exhibit 99.1 INVO Bioscience and NAYA Biosciences Announce Definitive Merger Agreement To Establish Expanded Publicly Traded Life Science Company ● Post-merger, the combined company, operating under the name “NAYA Biosciences”, will be dedicated to increasing patient access to life-transforming treatments in oncology, fertility, and regenerative medicine ● NAYA will seek to scale up profitable rev
October 26, 2023	EX-2.2	Amendment to Agreement and Plan of Merger, entered into as of October 25, 2023, by and among NAYA Therapeutics, Inc. (fka NAYA Biosciences, Inc.), the registrant, and INVO Merger Sub, Inc. Incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 26, 2023. Exhibit 2.2 AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Amendment (the “Amendment”) to the Agreement and Plan of Merger entered into as of October 22, 2023 (the “Merger Agreement”), by and among NAYA Biosciences, Inc., a Delaware corporation (the “Company”), INVO Bioscience, Inc., a Nevada corporation (“Parent”), and INVO Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of
October 26, 2023	8-K	Other Events, Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): October 22, 2023 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission Fi
October 26, 2023	EX-2.1	Agreement and Plan of Merger, entered into as of October 22, 2023, by and among NAYA Therapeutics, Inc. (fka NAYA Biosciences, Inc.), the registrant, and INVO Merger Sub Inc. Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 26, 2023. Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER By and Among INVO BIOSCIENCE, INC. INVO MERGER SUB INC. And NAYA BIOSCIENCES, INC. Dated as of October 22, 2023 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”), is entered into as of October 22, 2023, by and among NAYA Biosciences, Inc., a Delaware corporation (the “Company”), INVO Bioscience, Inc., a Neva
October 24, 2023	8-K	Other Events 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): October 23, 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 N
October 16, 2023	EX-3.1	Certificate of Amendment. Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 16, 2023. Exhibit 3.1
October 16, 2023	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits 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): October 13, 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 N
October 5, 2023	EX-10.3	Form of Demand Note Subordination Letter Exhibit 10.3 September 29, 2023 Decathlon Alpha V, L.P. Attention: Wayne Cantwell 1441 West Ute Boulevard, Suite 240 Park City, UT 84098 RE: Subordination Agreement Dear Mr. Cantwell, I understand that Decathlon Alpha V, L.P., a Delaware limited partnership (“Decathlon”) intends to make a revenue-based loan to INVO Bioscience Inc., a Nevada corporation (the “Borrower”), under the terms of a Revenu
October 5, 2023	8-K	Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits 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 29, 2023 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission F
October 5, 2023	EX-10.1	Revenue and Security Loan Agreement, filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 5, 2023 and incorporated herein by reference. Exhibit 10.1 Execution Copy REVENUE LOAN AND SECURITY AGREEMENT THIS REVENUE LOAN AND SECURITY AGREEMENT (as amended from time to time, this “Agreement”) is made as of September 29, 2023 (the “Effective Date”), by and among: STEVEN SHUM (the “Key Person”), INVO BIOSCIENCE INC., a Nevada corporation, 5582 Broadcast Court Sarasota, FL 34240 (“Company”), the parties listed under the heading “Guaranto
October 5, 2023	EX-10.2	Cedar Subordination Agreement Exhibit 10.2 SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT (this “Agreement”) is made as of September 29, 2023, among: INVO BIOSCIENCE INC., a Nevada corporation, 5582 Broadcast Court Sarasota, FL 34240 (“Debtor”); DECATHLON, ALPHA V L.P., a Delaware limited partnership, 1441 West Ute Boulevard, Suite 240 Park City, UT 84098 (the “Senior Creditor”); and CEDAR ADVANCE LLC 5401 Collins Avenue
October 3, 2023	8-K	Other Events 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 27, 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
October 2, 2023	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stateme
September 29, 2023	8-K	Other Events, Financial Statements and Exhibits 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 29, 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
September 29, 2023	EX-99.1	INVO BIOSCIENCE ANNOUNCES ADJOURNMENT OF SPECIAL MEETING OF SHAREHOLDERS Exhibit 99.1 INVO BIOSCIENCE ANNOUNCES ADJOURNMENT OF SPECIAL MEETING OF SHAREHOLDERS SARASOTA, Fla., September 29, 2023 — INVO Bioscience, Inc. (Nasdaq: INVO) (“INVO” or the “Company”) today announced that its special meeting of shareholders on September 29, 2023 (the “Special Meeting”) was convened and then adjourned, without conducting any business, in order to provide shareholders additional t
September 28, 2023	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stateme
September 1, 2023	8-K	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) August 31, 2023 INVO BIOSCIENCE, I 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) August 31, 2023 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File
September 1, 2023	EX-10.1	Standard Merchant Cash Advance Agreement Exhibit 10.1 CEDAR ADVANCE LLC 5401 Collins Avenue CU-9A Miami Beach, FL 33140 (786) [email protected] STANDARD MERCHANT CASH ADVANCE AGREEMENT This is an Agreement dated 08/31/2023 by and between CEDAR ADVANCE LLC (“CEDAR”), inclusive of its successors and assigns, and each merchant listed below (“Merchant”). Merchant’s Legal Name: INVO BIOSCIENCE, INC. D/B/A/: Fed ID #: [REDACTED]
September 1, 2023	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin
August 21, 2023	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin
August 14, 2023	EX-99.1	INVO Reports Second Quarter 2023 Financial Results Company to Host Conference Call Today at 4:30pm ET Exhibit 99.1 INVO Reports Second Quarter 2023 Financial Results Company to Host Conference Call Today at 4:30pm ET SARASOTA, Fla., August 14, 2023 /PRNewswire/ — INVO Bioscience, Inc. (Nasdaq: INVO) (“INVO” or the “Company”), a healthcare services fertility company focused on expanding access to advanced treatment worldwide with its INVOcell® medical device and the intravaginal culture (“IVC”) pro
August 14, 2023	EX-10.1	Shum Temporary Salary Reduction letter. Exhibit 10.1 August 10, 2023 INVO Bioscience, Inc. 5582 Broadcast Ct. Sarasota, FL 34240 Ladies and Gentlemen: Please be advised that effective August 16 2023, I hereby voluntarily agree to temporarily reduce the Annual Base Salary under my Employment Agreement dated October 16, 2019 from $260,000 to $105,000 until further notice. Regards, /s/ Steve Shum Steve Shum ACCEPTED AND AGREED: INVO Biosci
August 14, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39701 INVO Bioscience, Inc.
August 14, 2023	8-K	Results of Operations and Financial Condition, Financial Statements and Exhibits 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) August 14, 2023 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File
August 14, 2023	EX-10.2	Goren Temporary Salary Reduction letter. Exhibit 10.2 August 10, 2023 INVO Bioscience, Inc. 5582 Broadcast Ct. Sarasota, FL 34240 Ladies and Gentlemen: Please be advised that effective August 16 2023, I hereby voluntarily agree to temporarily reduce the Annual Base Salary under my Amended and Restated Employment Agreement from $215,000 to $105,000 until further notice. Regards, /s/ Andrea Goren Andrea Goren ACCEPTED AND AGREED: INVO Bios
August 11, 2023	EX-10.3	Lease Agreement, filed as Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 11, 2023 and incorporated herein by reference. Exhibit 10.3 Commercial Lease Agreement This Commercial Lease Agreement (“Lease”) is made and effective July 1, 2023 (the “Effective Date”), by and between Taylyn Holdings, LLC, a Wisconsin limited liability company (“Landlord”) and Wood Violet Fertility LLC, a Delaware limited liability company (“Tenant”). WHEREAS Landlord is the owner of land and improvements commonly known and numbered as 3146
August 11, 2023	8-K	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) August 10, 2023 INVO BIOSCIENCE, I 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) August 10, 2023 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File
August 11, 2023	EX-99.1	INVO Closes Acquisition of Wisconsin Fertility Institute Transformational and accretive acquisition adds significant scale to INVO’s current operations Contributes over $5 million in incremental annual revenue as well as positive net income and cash Exhibit 99.1 INVO Closes Acquisition of Wisconsin Fertility Institute Transformational and accretive acquisition adds significant scale to INVO’s current operations Contributes over $5 million in incremental annual revenue as well as positive net income and cash flows First significant transaction establishing acquisitions as key aspect of INVO’s commercial strategy, in addition to building new IN
August 11, 2023	EX-10.5	Security Agreement, filed as Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 11, 2023 and incorporated herein by reference. Exhibit 10.5 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Agreement”) is made and entered into effective as of August 10, 2023 (the “Effective Date”), by and between Wisconsin Fertility and Reproductive Surgery Associates, S.C., a Wisconsin corporation (“Debtor”) and Wood Violet Fertility LLC, a Delaware limited liability company (the “Secured Party”). RECITALS WHEREAS, pursuant to that certa
August 11, 2023	EX-10.1	Physician Employment Agreement, filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 11, 2023 and incorporated herein by reference. Exhibit 10.1 PHYSICIAN EMPLOYMENT AGREEMENT This Physician Employment Agreement (“Agreement”), effective August 10, 2023 (the “Effective Date”), is between Wisconsin Fertility and Reproductive Surgery Associates, S.C., a Wisconsin professional corporation (“Practice”) and Elizabeth Pritts, M.D. (“Physician”). Each of Practice and Physician may be referred to herein as a “Party” or collectively as
August 11, 2023	EX-10.4	Megid Employment Agreement, filed as Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 11, 2023 and incorporated herein by reference. Exhibit 10.4 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”), effective August 10, 2023 (the “Effective Date”), is between Wood Violet Fertility LLC, a Delaware limited liability company (“Company”) and Wael Megid, Ph.D., an individual (“Employee”). Each of Company and Employee may be referred to herein as a “Party” or collectively as the “Parties”. RECITALS WHEREAS, Employee is quali
August 11, 2023	EX-99.1	Exhibit 1 Exhibit 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
August 11, 2023	EX-99.4	INVO BIOSCIENCE, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Exhibit 99.4 INVO BIOSCIENCE, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On March 16, 2023, INVO Bioscience Inc., a Nevada corporation (“INVO”), through Wood Violet Fertility LLC, a Delaware limited liability company (“Buyer”) and wholly owned subsidiary of INVO Centers LLC, a Delaware company wholly owned by INVO, entered into binding purchase agreements to acquire Wisconsin
August 11, 2023	EX-10.6	Physician Liaison Agreement, filed as Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 11, 2023 and incorporated herein by reference. Exhibit 10.6 PHYSICIAN LIAISON AGREEMENT This PHYSICIAN LIAISON AGREEMENT (this “Agreement”) is made and entered into effective as of August 10, 2023 (the “Effective Date”) by and between Wood Violet Fertility LLC, a Delaware limited liability company (“Manager”), and Elizabeth Pritts, M.D., a Wisconsin licensed physician (“Physician”). RECITALS WHEREAS, pursuant to that certain Asset Purchase Agr
August 11, 2023	EX-10.7	Directed Equity Transfer Agreement, filed as Exhibit 10.7 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 11, 2023 and incorporated herein by reference. Exhibit 10.7 DIRECTED EQUITY TRANSFER AGREEMENT THIS DIRECTED EQUITY TRANSFER AGREEMENT (the “Agreement”) is made and entered into effect as of August 10, 2023 (the “Effective Date”), by and among Wood Violet Fertility LLC, a Delaware limited liability company (“Manager”), Wisconsin Fertility and Reproductive Surgery Associates, S.C., a Wisconsin corporation (“Provider”), and Elizabeth Pritts Livi
August 11, 2023	SC 13G	INVO / INVO Bioscience Inc / INTRACOASTAL CAPITAL, LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* INVO Bioscience, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 44984F401 (CUSIP Number) August 4, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule
August 11, 2023	EX-10.2	Management Services Agreement, filed as Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 11, 2023 and incorporated herein by reference. Exhibit 10.2 MANAGEMENT SERVICES AGREEMENT This Management Services Agreement (this “Agreement”) is effective as of August 10, 2023 (the “Effective Date”), by and between Wood Violet Fertility LLC, a Delaware limited liability company (“Manager”), Wisconsin Fertility and Reproductive Surgery Associates, S.C., a Wisconsin corporation (“Provider”), and Elizabeth Pritts Living Revocable Trust (“Owner
August 8, 2023	EX-4.3	Form of Placement Agent Warrant, filed as Exhibit 4.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 8, 2023 and incorporated herein by reference. Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR
August 8, 2023	EX-4.2	Form of Warrant, filed as Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 8, 2023 and incorporated herein by reference. Exhibit 4.2 COMMON STOCK PURCHASE WARRANT INVO BIOSCIENCE, INC. Warrant Shares: [] Issue Date: August 8, 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exerci
August 8, 2023	EX-99.1	INVO Bioscience Announces Pricing of $4.5 Million Public Offering Exhibit 99.1 INVO Bioscience Announces Pricing of $4.5 Million Public Offering SARASOTA, Fla., Aug. 4, 2023 — INVO Bioscience, Inc. (Nasdaq:INVO) (“INVO” or the “Company”), a healthcare services fertility company focused on expanding access to advanced treatment worldwide with its INVOcell® medical device and the intravaginal culture (“IVC”) procedure it enables, today announced the pricing of its

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