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The NASDAQ and NYSE exchange listing rules impose a 36-month time limit as a condition to being listed on those exchanges, and the market practice has routinely accepted at least a 24-month period to complete a de-SPAC transaction (though we acknowledge that there may be situations where a well-advised SPAC decides to move its trust account to cash to take pressure off a longer than expected duration to achieve its business objective of closing a de-SPAC transaction).
6.2 Conduct of the Business of Parent. During the period from the date of this Agreement until the earlier of the termination of this Agreement (in accordance with its terms) or the Effective Time, Parent shall, and shall cause each of its Subsidiaries, except as expressly permitted or contemplated by this Agreement, as required by applicable Law, or with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed), to conduct its business in the ordinary course of business. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly permitted or contemplated by this Agreement, or as required by applicable Law, Parent shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed):
(a) amend the Parent Charter or its By-Laws in a manner that would adversely affect the Company or the holders of Company Capital Stock relative to the other holders of Parent Common Stock;
(b) reclassify any Parent Securities or Parent Subsidiary Securities in a manner that would adversely affect the Company or the holders of Company Capital Stock relative to the other holders of Parent Common Stock;
(c) issue, sell, pledge, dispose of, or encumber any Parent Securities or Parent Subsidiary Securities, other than the (i) issuance of shares of Parent Common Stock upon the exercise of any Parent Equity Awards outstanding as of the date of this Agreement in accordance with its terms, (ii) issuance of shares of Parent Common Stock in connection with or upon the exercise of any Parent Equity Awards granted after the date hereof in the ordinary course of business consistent with past practice; or (ii) issuance of shares of Parent Common Stock upon the exercise or conversion of any outstanding Parent Securities as of the date of this Agreement in accordance with its terms;
(d) acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof or make any loans, advances, or capital contributions to or investments in any Person, in each case that would reasonably be expected to prevent, impede, or materially delay the consummation of the Merger or other transactions contemplated by this Agreement;
(e) adopt or effect a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, or other reorganization;
(f) make, change or revoke any material Tax election, fail to pay any income or other material Tax as such Tax becomes due and payable (subject to good faith disputes with respect to such Taxes), file any amendment making any material change to any Tax Return, settle or compromise any income or other material Tax liability, enter into any Tax allocation, sharing, indemnification or other similar agreement or arrangement, request or consent to any extension or waiver of any limitation period with respect to any claim or assessment for any income or other material Taxes (other than pursuant to an extension of time to file any Tax Return granted in the ordinary course of business of not more than six months), or adopt or change any material accounting method in respect of Taxes;
(g) engage in any transaction with, or enter into any agreement, arrangement or understanding with, any Affiliate of the Company or other Person covered by Item 404 of Regulation S-K promulgated by the SEC that would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC;
(h) take any action that would cause any of the changes, events or conditions described in Section 5.11 to occur; or
(i) agree or commit to do any of the foregoing.
We have a long ways to go…..
Within ninety (90) days after the Closing Date, the Parent shall prepare, or cause to be prepared, a written statement that provides a good-faith estimate of the actual Closing Liabilities as of the Closing Date (the “Final Closing Liabilities”). If the Final Closing Liabilities are greater than the Estimated Closing Liabilities, then the pre-Closing shareholders of the Company shall be issued additional amount of Merger Consideration, so that the aggregate Merger Consideration shall be (i) as if the Exchange Ratio in Section 3.4(b) reflects the Final Closing Liabilities and (ii) equal to the Naya Merger Shares.
If all of NAYA’s conditions to closing conditions are satisfied or waived and NAYA fails to consummate the Merger, NAYA would be required to pay the Company a termination fee of $1,000,000. If all of the Company’s conditions to closing conditions are satisfied or waived and the Company fails to consummate the Merger, the Company would be required to pay NAYA a termination fee of $1,000,000.
How the hell is Naya going to pay out 1 million when it can’t even make a 500k payment. Hilarious. This is bonkers. lol. I guess Naya better get that ESHA money or whoever’s standing by money to get this deal done eh. What the fuk. All a joke to me. I guess INVO didn’t do its DD. Lol
I don't see anything new RLK. I just see our merger completing in 2025 with INDs being pushed out to 2025. Good times. Just building value. Hula hula Cuckoo Penny
If you see anything of significance, please point it out. I see nothing. Same shit different day.
Now they won’t need any shareholder votes. A lot more ways to play with cap table when involving SPAC. A great way to add shares. Just sucks no money coming off the table for us longs. Oh man. Too bad too sad. Another full year to wait. Hula Hula Cuckoo Penny
It sucks for us Longs but that’s the way the ball bounces. The deal should be terminated during summer and then another six months to get past lock up period for all the new comers. 2025 will be a great one. Enjoy. Hula Hula Cuckoo Penny
If I am right Bruce, SPAC will not take them to a listing. It will just fund them through 2024. I don’t see this deal listing. It’s just another recap like the last SPAC deal. Once deal is done, all will be delisted and deregistered. Then Satellos will come in for the rescue. I’m looking forward to see how the bankruptcy case carries on through out the year. Lots to do. Lol. Hula Hula Cuckoo Penny
If by some crazy reason it’s not my ESHA, then it’s most likely an interested investor which In sure we all know who that may be. I’m sure he’s standing by somewhere close. lol, Hula Hula Cuckoo Penny
What is possible source for alternate financing….. survey says……. What is called a SPAC….. stay tuned to the next episode to get your answer. Hula Hula Cuckoo Penny
Let the chaos begin once again. Same shit different day. Hula Hula Cuckoo Penny
Item 8.01 Other Events
As previously disclosed in a Current Report on Form 8-K filed on January 3, 2024, INVO Bioscience, Inc., a Nevada corporation (the “Company”) entered into a securities purchase agreement (the “SPA”) with NAYA Bioscience, Inc. (“NAYA”) on December 29, 2023 for NAYA’s purchase of 1,000,000 shares of the Company’s Series A Preferred Stock at a purchase price of $5.00 per share. The parties agreed that NAYA’s purchases will be made in tranches in accordance with the Minimum Interim Pipe Schedule. The SPA contains customary representations, warranties and covenants of the Company and NAYA.
As of January 31, 2024, NAYA had failed to fund the second tranche of $500,000 due no later than January 19, 2024.
In accordance with the previously announced agreement and plan of merger (the “Merger Agreement”) by and among the Company, INVO Merger Sub, Inc. (“Merger Sub”), and NAYA, the Company is now seeking to secure alternative funding to make up for the shortfall.
I guess they want to involve only the creditors and parties that are directly involved in the BK. We are just the equity shareholders. The Legacy shareholders. We are of no concern to anyone in this process which is perfectly fine with me. I prefer to be unknown and not on anyone’s list. I don’t like being accountable to anyone. lol Hula Hula Cuckoo Penny
It “is” a good investment because they are not including this company’s value in merger. They have successfully devalued company to be worth zip. Personally, whenever I see a company shuffling the deck and making their Baby sit in the corner is when I start getting interested. As RLK shared, that little gem is being funded and partnered up which to me only stats the obvious which is for us Longs to get ready for a good time. I’m a patient man. I’m willing to wait for the rounds to begin. This time I will get involved on a lower floor. Cellectis and Astra is another deal that’s going to be super sweet. Love printing money. Duracell was another great one if you remember that one. Hula Hula Cuckoo Penny
Sorry Guys, what was / is the long term play. Don’t compute.. Are you referring to BioXcell which I believe is the next pay day years down the road. Or are you referring to Immune getting Bert back for possible sale and maybe BK case getting terminated like asap. Or are you referring to Cytovia Tx coming to life. Or are you referring to Naya and Invo being the dividend player. Lots of options. I just like to hear everyone’s predictions. Speak up. Can’t hear you through the bullshit horn.. I’m deaf. What deal are you referring to? Oh wait…. Are you talking about Russian doll and his beauty? Or are you talking about Cameron and his advisory board position with Naya/ INVO / BioXCell. Or maybe you’re referring to ESHA and it’s money coming our way. Don’t forget ICO therapeutics / Satellos. So many bouncing balls in the air. What say you Choo Choo Magoo. I’m sure all you guys are on this like glue. I’m sure all you guys know what’s up before I do. lol. Hilarious. Soon off to the islands of sand, coconuts and palm trees. Hula Hula Cuckoo Penny.
Humanigan is another fun one eh RLK. Yum yum to the tum tum……I’m still a Cellectis fan. I like companies that will soon be printing money. Talen tech is a printer. Funny thing. I think BioXcell is another printer. Printing antibodies is like printing money. The concept and business platform is just the type of venture I enjoy. Cell and Gene editing is a printing machine that has zero overhead once the machine gets primed. You just wait RLK.. This all reminds me of the Wonka factory. Endless chocolate treats. So good. This whole Immune deal has led me to all these other companies that are so much better than Immune. Hilarious how one road can take you to a better road. Be well guys. Have a great weekend watching the bowl. Go 49ers. Remember when Joe Montana was the quarterback with Jerry rice. The good old days. Can’t wait to watch all Swifties suffer. Crossing my fingers. Cheers
Anyone like BIoXcell. I like them. Glad that’s part of the package. Hula Hula Cuckoo Penny
Yes Bruce. I like how you say if you are already working with sciences. I’m glad I chose my route. I won’t be chasing anything. Cameron is now doing his thing. Destroyed another company for the equity holders and eventually joining Naya group soon. Needs to keep that pay check coming in while he sits in bankruptcy. lol. Good times. The Russian doll will also be creating some magic soon. Hula Hula Cuckoo Penny
Abandoned property. The abandonment of property by the estate to the debtor is a nontaxable disposition of property. If the debtor received abandoned property from the bankruptcy estate, the debtor assumes the same basis in the property that the bankruptcy estate had.
Good to know……When estate property is sold, the estate recognizes a taxable gain or loss. The trustee must abandon assets that will not generate net proceeds sufficient to pay any tax liability generated by the sale.
Hula Hula Cuckoo Penny
Abandonment of property of the estate is governed by section 554. Scheduled property that is not administered before the case is closed is deemed abandoned upon entry of the order closing the estate, absent an order to the contrary
Hula Hula Cuckoo Penny .
Abandonment is treated as a taxable event and is congruous to the estate being terminated. Meaning that it would now appear our property that we as debtors soon possess and have full title in will be stepped up and given fair market value which in turn provides us with a windfall. Thankfully I hold an equitable interest in the debtor or shall I say all debtors. Hula Hula Cuckoo Penny
Pending how this is interpreted. I believe all agreements and contracts by all debtors involved in our bankruptcy have been abandoned. I noticed they used “and” Lonza……two parts to that sentence…...Very exciting people. Hula Hula Cuckoo Penny
Sounds good Mike. I agree with you. I do think the way I do and I do believe I’m right. It’s a cross I must bare. Such is life. It’s good to be me. You be well man. Have a kick ass week. Stay you. Hula Hula Cuckoo Penny
Nice try Mike. Hilarious. Nothing is over. Far from it. Such a dope. Hilarious. Nice try. I appreciate the effort bud. Yes. Super Bowl will be amazing. Hula Hula Cuckoo Penny
I’m happy with whatever happens. Two ways this can go. Alexion takes Bert and pays us or Bert stays with Immune. I’m super happy with either way. I love your position Mike. I’m hoping it’s sold as well Mike. Thanks for the support big guy. Hula Hula Cuckoo Penny
Remember this folk. No product leaves the store without being paid for. Hula Hula Cuckoo Penny
I will say this. If Astra doesn’t pull the trigger and doesn’t act accordingly, then you can certainly assume that Immune will receive and continue to hold Bert. Wouldn’t that be funny. It wouldn’t be the first time that happens. Stay tuned people. Still so much more to come for us. On a positive note. The venture is looking very bright. I’ve got a feeling…….. Hula Hula Cuckoo Penny
The abandonment is simply to release Bert into Alexion’s hands and to dissolve all liabilities and preexisting agreements associated with Lonza. Cut and dry. It’s clear as day in the deal. Nothing reverts back to Immune. Or shall I say, Bert and no assets relating to Bert are reverting back to Immune. As for the other remaining assets, that’s still in the dark for now. This is simply the final step for Alexion / Astra as a creditor to receive Bert in its entirety and to take it free and clear without any other claims or liabilities attached to it. They now officially have possession of the asset as of first week of March pending on any future litigation opposing notice. I don’t see any obstacles, but again, what do I know. I know nothing. Hilarious guys. You are some very funny folk. You hilarious. So good. That’s one giant step in the right direction for me people. One step closer to another successful venture. Long time coming. My Spring is looking like it’s going to be amazing. Hula hula Cuckoo Penny
March 5th is another defining moment. So much more to come. This is going to make my holidays that much better. I can see those palm trees already. Warm sand on my feet. Oh man. Life is good. Hula hula Cuckoo Penny
Thanks for passing on the amazing BK news. Just read it all on PacerMonitor.. Love it! Great news. Abandonment is great news for me. Thanks Trader59. The blabbering fool thanks you for the heads up. Love bankruptcy stuff.. Hula Hula Cuckoo Penny
You’re boring me Trader. Change your dancing act. We demand to be entertained. When I say Hey, you say Ho. When I say Hey, you say Ho. Hey. Ho. Hey. Ho. Hey Ho. Do a little dance. Make a little noise. Get down tonight. Enjoy and have a lovely day all. Hula Hula Cuckoo Penny
Need I say more……."We are thrilled to partner with Klaus and team," said Craig Majernik, Managing Director at Windjammer.
Hula Hula Cuckoo Penny
Windjammer, based in Newport Beach, Calif., and Waltham, Mass., is a private equity firm focused on the middle market. Founded in 1990, the firm prefers to make control equity investments of $50 million to $200 million in niche manufacturing, business services and value-added distribution.
Hula hula Cuckoo Penny
RLK,
Simply an investment for the wind jams. I will keep singing a great Bee Gees classic……More than a woman. More than a woman to me. I believe there’s a lot more to the story with this little INVO and its wholly owned subsidiary BioXcell. Hula Hula Cuckoo Penny
I wonder what’s coming back. What consideration was given? All must be reported. But I understand, it takes 4-6 months to complete a acquisition. Lol. Patience is key. Time will tell what comes out of this dirty sludge water. Hula Hula Cuckoo Penny
Bud, I just follow the smell of money and where the wind blows me. Maybe I’m totally wrong. But maybe I’m not. These smooth criminals are very good at hiding assets and making companies thin and then fat years later. Art of misdirection. Same old routine. Look over there while we move this over here. When the unknowing leave the building, we’ll put all back in its place with new friends added to the party. What do I know. Maybe I’m sniffing glue. Hula Hula Cuckoo Penny
Lots has happened since September. Cha Cha Cha Cha Hula Hula Cuckoo Penny
RLK. I don’t see much that changes my mind.
Revenue Loan and Security Agreement
On September 29, 2023, INVO, Steven Shum, as a Key Person, and our wholly-owned subsidiaries Bio X Cell, Inc, INVO CTR, Wood Violet Fertility LLC, FLOW and Orange Blossom Fertility LLC as guarantors (the “Guarantors”), entered into a Revenue Loan and Security Agreement (the “Loan Agreement”) with Decathlon Alpha V LP (the “Lender”) under which the Lender advanced a gross amount of $1,500,000 to the Company (the “RSLA Loan”). The RSLA Loan has a maturity date of June 29, 2028, is payable in fixed monthly installments, as set forth in the Loan Agreement, and may be prepaid without penalty at any time. The installments include an interest factor that varies based on when the RSLA Loan is fully repaid and is based on a minimum amount that increases from thirty five percent (35%) of the RSLA Loan principal if fully repaid in the first six months to 100% of the RSLA Loan principal if fully repaid after 30 months from the RSLA Loan’s effective date.
Steven Shum……key person……management parter as stated in acquisition with Windjammer. Key person in the WHOLLY-OWNED subsidiary BioXCell loan and security deal.
Hula Hula Cuckoo Penny
Maybe BioXCell was acquired. Wish I knew the terms of the deal. It’s starting to make sense. Certain things needed to be done in order to strip INVO and get this Naya deal completed on the cheap. Maybe I’m wrong. Hula Hula Cuckoo Penny