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.
