UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 31, 2022
INVO BIOSCIENCE, INC.
(Exact name of registrant as specified in charter)
| Nevada | 001-39701 | 20-4036208 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
5582 Broadcast Court Sarasota, Florida |
34240 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (978) 878-9505
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | 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 January 31, 2022, INVO Bioscience, Inc. (the “Company”) entered into a Third Amendment to Stock Purchase Agreement (the “Third Amendment) with Paradigm Opportunities Fund, LP, pursuant to which we amended that certain Stock Purchase Agreement (the “Agreement’) entered into on October 1, 2021. Under the Agreement, we agreed to sell Paradigm 600,703 shares (the “Shares”) of our common stock, par value $0.0001 per share, for a purchase price of $3.329 per share for an aggregate purchase price of $1,999,740.29 with a closing date of November 30, 2021 (the “Financing”). The Agreement was originally amended by that certain First Amendment to Stock Purchase Agreement entered into on November 29, 2021 to extend the closing date to December 31, 2021 and that certain Second Amendment to Stock Purchase Agreement entered into on December 31, 2021 which extended the closing date to January 31, 2022.
This Third Amendment provides for an initial closing on January 31, 2022, for the sale of 94,623 shares for consideration of $315,000, which funds were received on account by the Company in January 2022. The Third Amendment further provides for a second closing for the remaining 506,080 shares for consideration of $1,684,740.29 expected to take place on or before February 28, 2022.
There was no change to the original purchase price of $3.329 for the first closing. Paradigm conveyed its commitment to and belief in the long-term growth of the Company and intends to complete the full amount of the Financing at the agreed-to price.
The foregoing summary of this Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
| Item 3.02 | Unregistered Sale of Equity Securities |
On January 31, 2022, we sold 94,623 shares of our common stock for gross proceeds of $315,000. We intend to use the proceeds for working capital and general corporate purposes. The sale was made pursuant to the exemption afforded by Section 4(a)(2) and/or Rule 506 of the Securities Act of 1933, as amended.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Third Amendment to Stock Purchase Agreement | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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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: February 2, 2022 | ||
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Exhibit 10.1
THIRD AMENDMENT TO
STOCK PURCHASE AGREEMENT
THIS THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT (the “Amendment”) is made and entered effective January 31, 2022, 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, on December 31, 2021, the parties extended the closing date from December 31, 2021 to January 31, 2021.
WHEREAS, the Parties now wish to extend closing date from January 31, 2022 to February 28, 2022 and to provide for two separate closings 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 and restated to read in its entirety as follows:
“2.1 Date and Time. The closing of the sale of the Shares contemplated by this Agreement (the “Closing”) shall take place at the offices of the Company in two separate closings with the initial closing occurring on January 31, 2022 for the sale of 94,623 shares for consideration of $315,000 with a second closing occurring no later than February 28, 2022 for the sale of 506,080 shares for consideration of $1,684,740.29.”
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.
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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 | |
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