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Sounds good Bruce. Very possible. I believe still so much more to happen. Another year or more to go. I’m glad you’re seeing how this all affects the listing and this share exchange timeline. A little impossible to close by April. So far time line has been revised and we are now looking at next year with new Dec 24 2024 end date. That says it all for me. They will stretch out distribution until it’s the right time. Remember distribution needs to be given before closing for deal. So clearly you can see how that plays with date tentative closing date. Hula Hula Cuckoo Penny
Latest BK filings are minor tax issues. We are talking peanuts. A million and under talk is peanuts to me. These Israeli folk don’t like paying tax. This tax withholding issue is only one of many delay ploys coming our way. Hopefully they spruce things up with another merger attempt. This year will be full of bullshit and delays. We will have to wait and see what 4th quarter will bring. Hula Hula Cuckoo Penny
Haven’t got a clue of what you are talking about. They simply have a long process ahead of them. It can take up to several years to release funds and distribute to shareholders. This whole negotiation shit is coming from a monkeys ass. All has been approved by US judge which means shit in Israel must eventually make way. Unfortunately they can delay transfer for years. There are also still other unmentioned assets that haven’t been dealt with. There are assignments and contributions that still need to be done. There is a final report that still needs to be done. Final decree etc. There’s still that latest ongoing mediation which is a joke and obviously just another ploy to extend. This share exchange is a joke and I don’t see closure on INVO. They will continue hold onto INVO, provide it financing and watch it grow until the time is right. They now have enough capital to last until after Dec 2024.. Patiently waiting for ESH merger and then maybe some bankruptcy stuff finalizing in fourth quarter. 2025 should be the year. But like I say, these guys can stir that pot for a long time. I remember someone saying it’s more like 2026 -27. I originally thought it was a good joke statement. Their prediction is getting pretty close to the truth. Who knows right. Days are still being counted. Crazy. Almost as crazy as me. Hula Hula Cuckoo Penny
Adding more lawyers is never a good sign. And I mean never. But that’s what we expect people. We now possibly know a possible end date thanks to new financing timeline. The date is tentatively set for Dec 24th 2024. We now have plenty of time to do things. Still lots to happen in the courts. I’m still leaning towards a 2025 closing. I’m glad INVO found the ability to finance. They can use that money to expand the clinics. These guys are the best. Always thinking of Longs. It's nice that these guys are at least giving us dates again. Hula Hula Cuckoo Penny
John didn’t have to acknowledge me in the courts but for whatever reason I remember him stating that I was a brilliant legacy investor in Immune pharmaceuticals. Pretty kind of him. John has been a great longterm secured creditor for us and I have enjoyed all his contributions. He’s a smart boy. Is he a sneaky boy? For sure. No one likes paying taxes. Hula Hula Crazy Penny
What am I thinking. We’re not a SPAC. We’re just a private stand alone company. So Cytovia is definitely back on board. It’s gotta be Cytovia Therapeutics. I’ll put Naya as runner up.
“However, we are not, under our amended and restated certificate of incorporation, permitted to effectuate our business combination with another blank check company or similar company with nominal operations.”
So there goes my ESH idea. At least with for ISLEWORTH / Cytovia Therapeutics BC. I still believe that ESH company is merging with us. Probably is the Naya deal. Who knows.
Something special coming. Nice to see our value kicking up to 18 dollars a share. Not bad. Hula Hula Delusional Penny
Hilarious.
“We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our Sponsor, executive officers and directors which may raise potential conflicts of interest. In light of the involvement of our Sponsor, executive officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our Sponsor, executive officers and directors. Our directors also serve as officers and board members for other entities, including, without limitation, those described under the Prospectus section titled “Management — Conflicts of Interest.” Such entities may compete with us for business combination opportunities. Our Sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our Initial Business Combination with any entities with which they are affiliated, and there have been no preliminary discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination as set forth in “Proposed Business — Effecting our Initial Business Combination — Selection of a target business and structuring of our Initial Business Combination “ and such transaction was approved by a majority of our disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm, or from an independent accounting firm, regarding the fairness to our Company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our executive officers or directors, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public stockholders as they would be absent any conflicts of interest.”
Esh 10k is out. Looking good people. Hula Hula Cuckoo Penny https://www.sec.gov/edgar/browse/?CIK=1918661&owner=exclude
The door is closing. Hula hula Cuckoo Penny
For people that need help with last filing. https://www.supervizor.com/blog/sec-filings-common-mistakes-consequences
Shrink to fit is where it’s at Jass. They need to shrink everything. Distributing ( or Controlled ) must remain smaller than the acquirer at the time of merger. But please remember Jass, everything grows once it comes out of the cold water. Don’t worry Jass, I’m here if you need support. I’m back on track ready to slice and dice. We may be shrivelled now but by next year we will be engorged, warm and enjoying the good life. Don’t forget bud, you are not alone here, and I’m in the same boat as you bud. I’m just a lot more crazier than you. Stay sane. Stay you. Don’t break. Don’t quit. Quitting is easy. You will win here. Not a doubt in my mind. Hula Hula Crazy Penny
Hey Jass. All is being done according to plan. Satellos acted like a good little custodian. Alexion doesn’t like to share drug revenue with anyone. I wouldn’t want to share my drugs if they were so awesome. Homie don’t play that game. Alexion gives Bert an approval of two snaps in a circle with a twist. Later gator. Hula Hula Crazy Penny
Love this. Corporate History
We were formed on January 5, 2007 under the laws of the Commonwealth of Massachusetts under the name Bio X Cell, Inc. to acquire the assets of Medelle Corporation (“Medelle”). Dr. Claude Ranoux purchased all of the assets of Medelle, and then he contributed those assets, including four patents relating to the INVOcell technology, to Bio X Cell, Inc. upon its formation in January 2007.
On December 5, 2008, Bio X Cell, Inc., doing business as INVO Bioscience, and each of the shareholders of INVO Bioscience entered into a share exchange agreement and consummated a share exchange with Emy’s Salsa AJI Distribution Company, Inc., a Nevada corporation (“Emy’s”). Upon the closing of the share exchange on December 5, 2008, the INVO Bioscience shareholders transferred all of their shares of common stock in INVO Bioscience to Emy’s. In connection with the share exchange, Emy’s changed its name to INVO Bioscience, Inc. and Bio X Cell, Inc. became a wholly owned subsidiary of Emy’s (re-named INVO Bioscience, Inc.).
On November 2, 2015 we were notified by the United States Food & Drug Administration (“FDA”) that the INVOcell and INVO Procedure were granted clearance via the de novo classification (as a Class II device) allowing us to market the INVOcell in the United States. Following this approval, we began marketing and selling INVOcell in many locations across the U.S. We currently have approximately 140 trained clinics or satellite facilities in the U.S. where patients can receive guidance and treatment for the INVO Procedure.
God is good. What a country. I will take that. Thank you very much Tep. Like little Oliver asks Mr. Finnigan,…..Please some more. I want some more.
Funding only till December 2024. Yikes. “Our ability to sell shares to Triton and obtain funds under the purchase agreement is limited by several factors, including but not limited to the fact that the purchase agreement terminates on December 21, 2024”
424B5 1 form424b5.htm
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 27, 2024. The offering price of the shares is $0.85 per share. This prospectus supplement also covers the resale of these shares by Triton to the public. The 523,344 shares represents 19.99% of the shares of our common stock outstanding on the date of the purchase agreement.
The shares being offered are shares of our common stock that we may sell from time to time until December 31, 2024, at our sole discretion, to Triton under the purchase agreement. Pursuant to the purchase agreement, we have agreed to issue and sell, and Triton has agreed to purchase, upon request of the Company in one or more transactions, up to 1,000,000 shares of common stock. See “The Offering” on page S-13 of this prospectus supplement and the “Purchase Agreement” on page S-14 of this prospectus supplement.
In a concurrent private placement, we are also selling to the investor private placement warrants to purchase up to 1,000,000 shares of our common stock at an exercise price of $2.00 per share. The private placement warrants and the shares of common stock issuable upon the exercise of such warrants are not being registered under the Securities Act of 1933, as amended, or the Securities Act, and are not being offered pursuant to this prospectus supplement and the accompanying prospectus and are being offered pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder. The private placement warrants are immediately exercisable, and will expire five years from the issuance date.
Our common stock is listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “INVO.” On March 28, 2024, the last reported sale price of our common stock on The Nasdaq Capital Market was $1.13 per share.
As of March 4, 2024, the aggregate market value of our outstanding common stock held by non-affiliates, or our public float, was approximately $3,269,537, based on 2,594,871 outstanding shares of common stock held by non-affiliates and a per share price of $1.26, which was the closing price of our common stock on March 4, 2024 and is the highest closing sale price of our common stock on The Nasdaq Capital Market within the prior 60 days. In no event will we sell securities pursuant to a Registration Statement on Form S-3 in a public primary offering with value exceeding more than one-third of our public float in any 12-month calendar period so long as our public float remains below $75 million and General Instruction I.B.6 of Registration Statement on Form S-3 continues to apply to us. As of the date of this prospectus supplement, we have not sold any securities pursuant to General Instruction I.B.6. of Registration Statement on Form S-3 during the prior 12-month calendar period that ends on, and includes, the date of this prospectus supplement (but excluding this offering). We are thus currently eligible to offer and sell up to an aggregate of $1,089,845 of our securities pursuant to General Instruction I.B.6 of Form S-3.
They have given themselves a year to keep INVO afloat until next year. So that’s good news people. We have officially one more year to go. At least we know. Third quarter or fourth quarter mean jack shit here Bruce. Offering has now been presented and has given a good idea of timeline. ESH will be fun to watch unfold. I believe that will also give us a good highlight on the business as a whole, I’m glad they are reducing the value of the company. Would love to exit at a super low price. 2.00 dollars is great and 85 cents is great. Hula Hula Crazy Penny
INVO raised money in latest filing. Looks like they may have enough to carry them through until ESH merger coming in summer. Enjoy the read. No primary offering until S-3 is effective. Maybe next year we’ll see that come to fruition. I actually can’t wait till S-3 is filed. That will be the next process for me. At that point, I’ll have time to make my moves. So we have a few years yet. It’s all getting exciting and my drugs are working splendidly. Im now getting sleep and feeling nothing. Back to being the emotionless jack ass that I love to be. Can’t have emotions in the world of finance. Hey. Off topic but aren’t any of you thinking that Baltimore deal is a just a little suspicious. I haven’t read much in it but I find that whole ordeal suspicious. I wonder if we will get the real truth because I don’t believe for one second that it was simply an accident. Numbers look good yesterday. Maybe June is a possibility for cuts. I’m still leaning on second half. Need a few more readings before any big moves. No rush. Economy is looking good all propped up with stimulus. Soon no more money will make for a better outcome. lol. I agree Mike. We have still so far to go with BK timeline. It would be nice to get report. I don’t think we are even close to being done this year. 2025 will be a good one after ESH deal. Aggregation and recapitalization and zero liquidity people. Hula Hula Crazy Penny
Several years to complete mergers. Not two. Not three. Several. So do not get excited. Don’t be dope people. This stuff takes time. Take drugs like me and you will feel right as rain. Hula Hula Crazy Penny
As I said Bruce………Corporate mergers and acquisitions can vary considerably in the time they take to be completed. This length of time may span from six months to several years. There are a number of individual steps that need to be completed successfully by two public companies before they are legally combined into a single entity. Companies usually work with an investment bank to manage the merger process, which includes approvals, documentation, and implementation.
As companies go through the merger process, the merger timeline is often an important headline of communication. Executives will typically discuss merger details and field ongoing questions from analysts in quarterly earnings reports. Checkpoints, deadlines, and timelines can all be revised as the process is ongoing. Regulatory due diligence across the globe for worldwide conglomerates can turn up any number of idiosyncrasies that may lengthen the time to full approval.
Shorter video
Don’t ever give up. Never quit.
Don’t want to burst your bubble Bruce but nothing is coming to fruition with any dates. There are no time limits on Teper. They can do whatever the hell they want and they can keep this going for years yet. The fact that they started this hub and spoke deal strategy is super revealing to what direction they are taking. This whole deal is to support the acquirer and creditors that be. There are absolutely no dates that support your theory Bruce that any deals will close. A lot of those dates given was just me having fun. I know jack about how this system works. I do however look forward to ESH giving us the funds to support us through the rest of 2024. That 100 million will be perfect. Just don’t know who is taking the money. I’m thinking new Immune or Cytovia. They need the cash people. I’m back on my drugs board, so I’m safe for now. No need to worry. Im back to being the less emotional sadistic asshole. I prefer this personality. No feelings suits me and my family better. Weak Daddy is loser. Lol. It took a few days for medicine to get up to the medicinal level. So lets rip Mike. Let the negativity thrive. Let’s bring this house down. Sleeping so much better now. Can’t wait to get home and start fasting gain. Helps me regulate with better habits. Sleep is so underrated. Does a body good. Thanks again for all the kind words. Means a lot of know that you heartless bastards care. Be well. Stay you, Hula Hula Crazy Penny
I see what you see bud. Our investment is worthless. I agree. No liquidity. I still can’t move on. I’ve been clicking my heels but I still remain nowhere. Hula
Anyone else confused on how this hub and spoke deal will look? I can only assume that it means parent will remain private and will only take certain companies public. Meaning, they are taking value off table for existing shareholders by doing smaller spins down the road shedding smaller company stock as dividends to shareholders over however long parent remains private. This is my opinion. Hula Hula Crazy Penny
RLK, could be off here but I believe we have about 80 or less investors. Somehow I think I read that they needed 80 or less to do the transaction. I don’t believe they could’ve done what they had done with too many shareholders. I know that sounds weird but I think it would’ve messed with the cap table. Who knows. Not me. Just guessing. No one needs to remind me of giving kisses and hugs. Lol. This old salty dawg is full of love to give. Just a little cuckoo. Nothing more. lol. Good news would be a great thing. Would love some good news. Patience is key. Need to stay relaxed. Be well. Stay you. Crazy Penny
Thanks bud. I’m glad you know where you stand. Wink wink. lol. Yes bud. Being honest with oneself is a good thing. I tend to always need a good smack to wake me up. My stench is just as bad as everyone else’s stench. I try to always keep in mind my limits bud. Unfortunately I also believe that nothing is impossible if you work hard and have patience. Sadly my current state of mind is pretty fragile and I have just taken on too much and I was never ready for future family health issues. I need to learn to deal with these issue without going nuts. My situation is acute but still not needed. I’m letting things affect the ones I love and that has to stop. I am Dad and I need to remain right in the head. So that’s what I intend to do. In a way, I am broken as a man. I’m just really sad and disappointed in myself. I’ll get better man. Thanks for not caring bud.. lol. Cheers. Hope you are well. Crazy Penny
Doing my best. Just have too much on my plate. Lots of health issues in the family which is scaring me to death. My small brain can’t take all this misery in. I’m a very soft person. I’m harder than steal on the outside but my inside is like mush. I can only take so much these days. Each year I get older I just get more concerned about the ones I love. I never was like this before. My kids have changed me. This deal has changed me. I came on this trip to relax but I think I should’ve just stayed home and kept busy. I think I’m just having another breakdown. The good thing is I know how to deal with it and I don’t believe I need to be hospitalized. I’m ok with talking about it on this board. People know me pretty good. I have nothing to gain here. I only have this board as my soundboard. I have zero other people to talk to. I’m heading back into therapy when I get back home. I want the kids to know that Daddy is going to keep trying to get better. That’s all I can do. My life has been on hold and now too much is happening. It’s caught up to me. I will take your advice. Breathing is good. So is a night guard. It saves your teeth. lol. It’s the night terrors that are a problem. Rarely happens. Need to stay off the booze. Not a drinker. Rarely touch the stuff. But as you all are aware. Sometimes I go overboard. You can’t do that with kids. Some folk don’t care. I do care. Yelling in my sleep is not cool or responsible. Never had the dreams until years into this deal. Super ashamed. Anyways. I need to start building trust again. I love to say I win all the time, and I do, but at what cost. The fact that my kids are now aware of my bad dreams, this has really freaked me out. This guy is just cooling his heals now and praying that I can make more changes in my life and come back full circle. Like Bruce says, all life is a cycle with ups and downs. He’s absolutely right. Even super strong people can fall and be weak. I am only human. Thanks for your concern Loxxx. I truly appreciate all of your kindness. None of you have to speak out but you choose to and I truly appreciate it. Love is all around you even when you least expect it. All the best to you bud. We will win. Hula Hula Crazy Penny
I have never asked any of you this question but I am actually quite curious about this one thing. Is an RMT transaction the most longest, painful transaction one can choose to go through? Obviously some of you amazingly smart people knew about this deal and knew what I had to go through. I don’t blame anyone for not sharing with me. I understand why many won’t speak up as it’s a pay to play game. I already conceded to all the players here as I clearly understand that I don’t deserve this victory and that I’m just one very lucky guy. I wouldn’t have been able to do this deal without my condition. I wish I was smart but obviously I have other things driving me. Definitely not brains which I like to think I have. lol. I just find that this isn’t the norm from my stand point. Thoughts??? Also Bruce / RLK / Mike, I believe there is only 300 or less people that have access to this investment. If there is more people due to brokerages creating index funds for their customers then that would be interesting to me. Im curious to figure out what type of share holdings people get. Some people must have only a few shares at best. A little weird. There’s only so many shares people. Any ways. I don’t get it. I know brokerages can represent thousands of clients but I can’t see how we can do that here unless brokerage funds can be counted as single ownership. I guess they can. Just didn’t think that it was possible in this case. I’m a newbie to this stuff. Trying to figure out why people would want just a few shares. Any ways. Just think out loud and yelling at the palm trees. Hula Hula Crazy Penny
It’s that 2 year waiting period from the time Spin Off sub merges with SPAC is what got me in the end. I think I kept forgetting that part. I know I talked about it with you guys but somehow I mixed it up with that 5 year period of active business continuance that messed with me. It’s the waiting periods that you have to be aware of. All hindsight now but it certainly affected me here on all levels. Any ways. I’m done. Truth hurts. Invo did their 10K today. Nothing exciting. Just another amendment. Be well and stay safe. Hula Hula Crazy Penny
Yup. It is what it is people. Thanks for the support. I’m not one to give up. I will keep fighting the good fight. It’s all crazy folk. I know I’m victorious here people but I failed the people around me. My pride got in the way and here I am covered in shame. I look back now and I can’t believe I was willing to do anything to make my success and unfortunately I sacrificed everything to get this. This deal has uncovered my strengths but has also shown all my chinks in my armour. I think there were definitely many outside factors that influenced me, and challenged me to be so aggressive but in the end I am still to blame. I’m the one that made the bad choices. Very sad. Make no mistake people, I am made for this stuff. Never discount this boy. I’ve earned my stripes. Sadly I gave up everything to get those stripes. I may be emotional people but make no mistake I am not weak in my knees. I don’t buckle for anyone no matter how off I may be. I am in now way crazy enough to give up what I have worked so hard on over the last 9 years. I do still however wish this deal never existed. I would prefer to have all my family healthy and happy again. So much lost time and resentment and regret. All I can do now is pray, be calm and move on. Just remember a person should never pursue riches if it means they have to sacrifice their family and friends to do so. You can’t create new family and friends don’t replace family. I know God will forgive me with his endless grace but I will always feel that loss while on earth. We all need help at times. Being reckless with your life will only bring you sorrow. We all will continue to make mistakes but hopefully they won’t affect the people we love. I have a long road ahead of me. Only time will tell where I go from here. Healing will take take. Be well all you genius wonderful people that have been there for me over the many years. Can’t believe I’m still standing. Cheers. Hula Hula Cuckoo Penny
Couldn’t care less Mike but great work on the research the cut and paste. I’m still trying to figure out how to vacate this place called life without mess. Let me know if you have a solution for me. Hope you and all on the board are having a great day. Hula Hula Cuckoo Penny
(g) Each Plan is and has been since the Formation Date in compliance, in all material respects, in accordance with its terms and the requirements of all applicable Laws including, without limitation, ERISA and the Code. The Company and each Company Subsidiary have performed, in all material respects, all obligations required to be performed by them under, are not in any material respect in default under or in violation of, and have no knowledge of any default or violation in any material respect by any party to, any Plan. No Action is pending or, to the knowledge of the Company, threatened with respect to any Plan (other than claims for benefits in the ordinary course) and, to the knowledge of the Company, no fact or event exists that could reasonably be expected to give rise to any such Action.
Formation date is in Isleworth agreement. “Formation Date” means May 31, 2019.
So very interesting stuff. Hula Hula Cuckoo Penny
Well said RLK. That’s how I understand it as well. It will be the interesting to see how they delay the deal. SPAC doesn't need to be done until June. Hula Hula Cuckoo Penny
Cytovia was founded in June 2019. I don’t know what that means but it must mean something.
Cytovia needs to be active as operating company for 5 years before they can complete the RMT transaction RLK. Hula Hula Cuckoo Penny