Immune Pharmaceuticals Inc (fka IMNPQ)

[Letterpenny]

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.