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 31, 2021
INVO BIOSCIENCE, INC.
(Exact name of registrant as specified in charter)
| Nevada | 001-39701 | 20-4036208 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
5582 Broadcast Court Sarasota, Florida |
34240 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (978) 878-9505
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $0.0001 par value per share | INVO | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into Material Definitive Agreement |
On December 31, 2021, we entered into a Second Amendment to Stock Purchase Agreement (the “Second Amendment) with Paradigm Opportunities Fund, LP, pursuant to which we amended that certain Stock Purchase Agreement (the “Agreement’) entered into on October 1, 2021 under which we agreed to sell Paradigm 600,703 shares (the “Shares”) of our common stock, par value $0.0001 per share for a purchase price of $3.329 per share for an aggregate purchase price of $1,999,740.29 with a closing date of November 30, 2021. The Agreement was originally amended by an Amendment to Stock Purchase Agreement which extended the closing date to December 31, 2021. The Second Amendment further extended the closing date until January 31, 2022.
The foregoing summary of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Second Amendment to Stock Purchase Agreement | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
| -2- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| INVO BIOSCIENCE, INC. | ||
| By: | /s/ Steven Shum | |
| Name: | Steven Shum | |
| Title: | Chief Executive Officer | |
| Dated: January 6, 2022 | ||
| -3- |
Exhibit 10.1
SECOND AMENDMENT TO
STOCK PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT (the “Amendment”) is made and entered effective December 31, 2021, by and among INVO Bioscience, Inc., a Nevada corporation (the “Company”) and Paradigm Opportunities Fund, LP (the “Purchaser”). The Company and the Purchaser are collectively referred to as the “Parties.”
RECITALS
WHEREAS, on or about September 30, 2021, the Company and Purchaser entered into that certain Stock Purchase Agreement, (the “Stock Purchase Agreement”) pursuant to which the Purchaser agreed to purchase 600,703 shares of the Company’s common stock for an aggregate purchase price of $1,999,740.29. The Stock Purchase Agreement is incorporated into this Amendment by this reference and all defined terms in the Stock Purchase Agreement shall have the same meaning in this Amendment.
WHEREAS, on November 29, 2021, the parties extended the closing date from November 30, 2021 to December 31, 2021.
WHEREAS, the Parties now wish to extend closing date from December 31, 2021 to January 31, 2022 in accordance with this Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto agree as follows:
AGREEMENT
1. Incorporation of Recitals . The Recitals set forth above are herein incorporated into this Amendment.
2. Section 2.1—Date and Time. Section 2.1 of the Stock Purchase Agreement shall be amended to extend the definition of “Closing” by deleting “December 31, 2021” and inserting “January 31, 2022” in lieu thereof.
3. Amendment. This Amendment shall be deemed an amendment of the Stock Purchase Agreement in accordance with Section 6.8 of the Stock Purchase Agreement.
4. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
| 1 |
IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound, have each executed this Amendment on the dates set forth above.
| COMPANY: | ||
| INVO Bioscience, Inc. | ||
| By: | /s/ Steven Shum | |
| Name: | Steven Shum | |
| Title: | Chief Executive Officer | |
| PURCHASER: | ||
| Paradigm Opportunities Fund, LP | ||
| By: | /s/ Corey Deutsch | |
| Name: | Corey Deutsch | |
| Title: | CEO | |
| 2 |