UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant
Check
the appropriate box:
☐ |
Preliminary
Proxy Statement |
☐ |
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ |
Definitive
Proxy Statement |
☒ |
Definitive
Additional Materials |
☐ |
Soliciting
Material under §240.14a-12 |
INVO
Bioscience, Inc.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check all boxes that apply):
☒ |
No
fee required |
|
|
☐ |
Fee
paid previously with preliminary materials. |
|
|
☐ |
Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11 |
Payment
of Filing Fee (Check the appropriate box):
INVO
Bioscience, Inc.
Amendment
and Supplement to the Proxy Statement
For
the Special Meeting of Stockholders
To
be Held on October 13, 2023 (adjourned on September 29, 2023)
EXPLANATORY
NOTE
On
September 1, 2023, INVO Bioscience, Inc. (“INVO” or the “Company”) filed its definitive proxy statement (the
“Proxy Statement”) for its special meeting of shareholders to be held on September 29, 2023 (the “Special Meeting”),
which was adjourned until October 13, 2023 to provide its shareholders additional time within which
to vote on the proposals as described in the Proxy Statement
On
September 29, 2023, following the adjournment of the Special Meeting, the Company retained Alliance Advisors as its strategic shareholder
advisor and proxy solicitation agent in connection with the solicitation of proxies for the Special Meeting.
The
Company is voluntarily amending and supplementing the Proxy Statement with the information provided in this amendment and supplement
to the Proxy Statement (the “Amendment and Supplement”) to disclose the retainment of strategic shareholder advisor and proxy
solicitation agent and to also supplement the reasons the Company is seeking approval of the Authorized Share Increase proposal in the
Proxy Statement.
Any
proxies submitted by shareholders before the date of this Amendment and Supplement will be voted as instructed on those proxies, unless
a shareholder changes his or her vote by submitting a later dated proxy. Shareholders should follow the instructions described in the
Proxy Statement regarding how to submit proxies or vote at the Special Meeting.
THIS
AMENDMENT AND SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.
This
supplemental information should be read in conjunction with the Proxy Statement, which should be read in its entirety. Section references
in the below disclosures are to sections in the Proxy Statement, and defined terms used but not defined herein have the meanings set
forth in the Proxy Statement. To the extent the following information differs from or conflicts with the information contained in the
Proxy Statement, the information set forth below shall be deemed to supersede the respective information in the Proxy Statement.
Amendments
and Supplemental Disclosure
Notice
of Special Meeting of Shareholders
Immediately
above “By the Order of the Board of Directors” in the Notice of Special Meeting of Shareholders included in the Proxy
Statement, the following will be inserted:
“If
you have any questions or need assistance voting your shares, please call Alliance Advisors at:
Strategic
Shareholder Advisor and Proxy Solicitation Agent
200
Broadacres Drive
Bloomfield,
NJ 07003
North
American Toll Free Phone:
1-833-501-4702
Email:
INVO@allianceadvisors.com
Call
Collect Outside North America: 1-352-623-6148”
Proxy
Statement
The
text under the heading “Frequently Asked Questions— Q: Do the directors and officers of the Company have an
interest in the outcome of the matters to be voted on?” is amended and restated as follows (new text in bold and underline):
“A: |
Our
directors and officers may have an interest in Proposal 1, the Authorized Share
Increase should any related party notes held by our chief executive officer or chief
financial officer be converted into common stock. Our directors and officers do not have
any interest in Proposal 2, the Warrant Exercise Price Reduction.” |
The
text under the heading “Frequently Asked Questions— Q: Are there any expenses associated with collecting the
shareholder votes? Who is paying for this proxy solicitation?” is amended and restated as follows (new text in bold and underline):
“A: |
The
Company will pay for the entire cost of soliciting proxies. We will reimburse brokerage firms and other custodians, nominees and
fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and other materials to our shareholders. In addition,
we have retained Alliance Advisors as our strategic shareholder advisor and proxy solicitation agent in connection
with the solicitation of proxies for the Special Meeting at an approximate cost of $15,000, plus reimbursement of expenses. If
you have any questions or require any assistance with completing your proxy, please contact Alliance Advisors by telephone (toll-free
within North America) at 1-833-501-4702 or (call collect outside North America) at 1-352-623-6148 or by email at INVO@allianceadvisors.com. Our
officers and other employees may solicit proxies in person or by telephone but will receive no special compensation for doing so.” |
The
text under the heading “PROPOSAL 1: AUTHORIZED SHARE INCREASE—Reasons for the Increase in Authorized Common Stock Amendment”
is amended and restated as follows (new text in bold and underline):
“Reasons
for the Increase in Authorized Common Stock Amendment
Our
Board determined that the Authorized Share Increase amendment to our Articles of Incorporation is in the best interests of the Company
and unanimously recommends approval by shareholders. The Board believes that the availability of additional authorized shares of common
stock is required for several reasons including, but not limited to, the additional flexibility to issue common stock for a variety of
general corporate purposes as the Board may determine to be desirable including, without limitation, future financings, investment opportunities,
acquisitions, or other distributions and stock splits (including splits effected through the declaration of stock dividends). In addition,
certain of our securities are exercisable for shares of our common stock. In addition, we may use the additional available shares
of commons stock to convert up to $200,000 of related party indebtedness held by our chief executive office and chief financial
officer into shares of our common stock. Such related parties have offered to convert such indebtedness into shares of our common
stock at $2.85 per share, which was the price for securities sold in our August 2023 offering. Therefore, we must maintain a
sufficient amount of authorized, but unissued shares of common stock adequate to issue shares of common stock upon the exercise of such
securities.
As
of the Record Date, there were 2,467,256 shares of our common stock issued out of the 6,250,000 shares of common stock that we are authorized
to issue. In addition, as of the Record Date, an aggregate of approximately 3,672,801 shares of common stock have been reserved for future
issuance, including: (i) an aggregate of 10,425 shares reserved for issuance under our 2019 Equity Incentive Plan; (ii) 3,601,266 shares
of common stock reserved for issuance upon the exercise of outstanding warrants; (iii) 40,768 shares of common stock reserved for issuance
upon the conversion of notes payable; and (iv) 113,457 shares of common stock reserved for issuance upon the exercise of outstanding
options. Thus, we have approximately 34,422 shares of common stock available for future issuance at this time. Our working capital requirements
are significant and may require us to raise additional capital through additional equity financings in the future.
On
November 23, 2022, we received notice (the “Stockholders’ Equity Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”)
advising us that we were not in compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq
Capital Market. Nasdaq Listing Rule 5550(b)(1) requires companies listed on The Nasdaq Capital Market to maintain stockholders’
equity of at least $2,500,000 (the “Stockholders’ Equity Requirement). On May 23, 2023, we were notified by the Listing Qualifications
department (the “Staff”) of Nasdaq that, based upon the Company’s non-compliance with the $2.5 million stockholders’
equity requirement for continued listing on The Nasdaq Global Market, as set forth in Nasdaq Listing Rule 5550(b)(1) (the “Rule”),
as of May 22, 2023, the Company’s common stock was subject to delisting from Nasdaq unless the Company timely requests a hearing
before the Nasdaq Hearings Panel (the “Panel”). On July 6, 2023, we had our hearing before the Panel at which time we provided
the Panel of our plan to regain compliance under the Rule referred to above. On July 27, 2023, we received formal notice from Nasdaq
that the Panel granted our request for continued listing on Nasdaq subject to our compliance with all applicable criteria for continued
listing on The Nasdaq Capital Market, by September 29, 2023. On September 27, 2023, we requested an extension of the compliance period
to November 20, 2023, which Nasdaq granted on September 27, 2023. No additional extensions for compliance under the Rule may be granted
by the Panel. We believe that approval of the Authorized Share Increase proposal resulting in additional shares of our common
stock available for issuance will allow us to complete a transaction to satisfy the Stockholders’ Equity Requirement
under the Rule and thus allow us to continue our listing on Nasdaq.”
INVO BioScience (NASDAQ:INVO)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
INVO BioScience (NASDAQ:INVO)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024