8-K 1 invobio20201105_8k.htm FORM 8-K invobio20201105_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): November 5, 2020

 

INVO BIOSCIENCE, INC.

(Exact name of registrant as specified in charter)

 

Nevada

000-56094

20-4036208

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

5582 Broadcast Court

Sarasota, Florida

(Address of principal executive offices)

 

 

34240

(Zip Code)

 

Registrant’s telephone number, including area code: (978) 878-9505

 

                                                                                     

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

INVO

OTCMKTS

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company ☐.

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

  

 

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On November 5, 2020, INVO Bioscience, Inc. (the “Company”) filed a certificate of change with the Nevada Secretary of State pursuant to Nevada Revised Statutes 78.209 to (i) decrease the number of authorized shares of common stock from 200,000,000 to 125,000,000 shares and (ii) effectuate a 5-for-8 reverse stock split of the outstanding common stock. The certificate of change was filed with an effective date of November 9, 2020 and is filed as Exhibit 3.1 to this Current Report on Form 8-K. Pursuant to the Nevada Revised Statutes, the Company’s board of directors is authorized to effectuate the reverse stock split without stockholder approval where such split is accomplished with a concurrent proportional decrease in the Company’s authorized common stock. Prior to the reverse split, 7,926,255 shares of common stock were issued and outstanding. After the reverse split 4,953,910 shares of common stock will be issued and outstanding (subject to adjustment for settlement of fractional shares that will be rounded up to the nearest whole share).

 

Item 8.01 Other Events

 

On November 6, 2020, we received notice from FINRA/OTC Corporate Actions that the reverse stock split described above under Item 5.03 will take effect at the open of business on Monday November 9, 2020. A "D" will be placed on the INVO Bioscience ticker symbol, INVO, for 20 business days to alert the public of the split. The trading symbol for the Company’s common stock will remain “INVO.” The new CUSIP number for the Company’s common stock following the reverse stock split will be 44984F302.

 

Item 9.01 Financial Statements and Exhibits.

 

(c)     Exhibits.

 

3.1     Certificate of Change

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

  

 

INVO BIOSCIENCE, INC.

 

 

 

 

By:

/s/ Steven Shum                                       

 

Name:

Steven Shum

 

Title:

Chief Executive Officer

 

 

 

Dated November 6, 2020