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 5, 2020
INVO BIOSCIENCE, INC.
(Exact name of registrant as specified in charter)
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Nevada
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000-56094
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20-4036208
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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5582 Broadcast Court
Sarasota, Florida
(Address of principal executive offices)
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34240
(Zip Code)
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Registrant’s telephone number, including area code: (978) 878-9505
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.0001 par value per share
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INVO
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OTCMKTS
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company ☐.
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 5, 2020, INVO Bioscience, Inc. (the “Company”) filed a certificate of change with the Nevada Secretary of State pursuant to Nevada Revised Statutes 78.209 to (i) decrease the number of authorized shares of common stock from 200,000,000 to 125,000,000 shares and (ii) effectuate a 5-for-8 reverse stock split of the outstanding common stock. The certificate of change was filed with an effective date of November 9, 2020 and is filed as Exhibit 3.1 to this Current Report on Form 8-K. Pursuant to the Nevada Revised Statutes, the Company’s board of directors is authorized to effectuate the reverse stock split without stockholder approval where such split is accomplished with a concurrent proportional decrease in the Company’s authorized common stock. Prior to the reverse split, 7,926,255 shares of common stock were issued and outstanding. After the reverse split 4,953,910 shares of common stock will be issued and outstanding (subject to adjustment for settlement of fractional shares that will be rounded up to the nearest whole share).
Item 8.01 Other Events
On November 6, 2020, we received notice from FINRA/OTC Corporate Actions that the reverse stock split described above under Item 5.03 will take effect at the open of business on Monday November 9, 2020. A "D" will be placed on the INVO Bioscience ticker symbol, INVO, for 20 business days to alert the public of the split. The trading symbol for the Company’s common stock will remain “INVO.” The new CUSIP number for the Company’s common stock following the reverse stock split will be 44984F302.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
3.1 Certificate of Change
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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INVO BIOSCIENCE, INC.
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By:
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/s/ Steven Shum
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Name:
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Steven Shum
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Title:
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Chief Executive Officer
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Dated November 6, 2020
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Exhibit 3.1
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BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
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Filed in the Office of
Secretary of State
State Of Nevada
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Business Number
E0474262005-1
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Filing Number
20201026430
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Filed On
11/5/2020 12:35:00 PM
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Number of Pages
1
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Certificate of Change Pursuant
to NRS 78.209
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USE BLACK INK ONLY • DO NOT HIGHLIGHT
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ABOVE SPACE IS FOR OFFICE USE ONLY
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Certificate of Change filed Pursuant to NRS 78.209
For Nevada Profit Corporations
1. Name of corporation:
INVO Bioscience, Inc.
2. The board of directors have adopted a resolution pursuant to NRS 78.209 and have obtained any required approval of the stockholders.
3. The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change:
200,000,000, par value $0.0001 per share.
4. The number of authorized shares and the par value, if any of each class or series, if any, of shares after the change:
125,000,000, par value $0.0001 per share.
5. The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series:
Every eight (8) shares of common stock will be converted into five (5) shares of common stock. Before the change, 7,926,255 shares were issued; after the change, 4,953,910 shares will be issued.
6. The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby:
Any fractional shares will be rounded up to the nearest whole share. Less than 1% of the outstanding shares will be affected.
7. Effective date and time of filing: (optional) Date: 11/09/2020 Time: 0:00 a.m.
(must not be later than 90 days after the certificate is filed)
8. Signature: (required)
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X /s/ Steven Shum
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Chief Executive Officer
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Signature of Officer
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Title
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IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
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This form must be accompanied by appropriate fees.
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Nevada Secretary of State Stock Split
Revised: 1-5-15
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