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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): October 12, 2022

 

INVO BIOSCIENCE, INC.

(Exact name of registrant as specified in charter)

 

Nevada   001-39701   20-4036208

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

5582 Broadcast Court

Sarasota, Florida

  34240
(Address of principal executive offices)   (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   The Nasdaq Stock Market LLC

 

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 5.07 Submission of Matters to a Vote of Security Holders.

 

On October 12, 2022, INVO Bioscience, Inc. (the “Company”) held its annual meeting of stockholders (the “Meeting”). The total number of shares entitled to vote at the Meeting were 12,169,714 and there were present at the Meeting, in person or by proxy, 9,074,727 shares, which constituted a quorum for the Meeting. At the Meeting, the stockholders voted:

 

 

(1) to elect Steven Shum, Trent Davis, Barbara Ryan, Jeffrey Segal, Matthew Szot and Rebecca Messina to the board of directors of the Company until the next annual meeting of stockholders;

 

(2) to ratify the selection of M&K CPAS, PLLC as the Company’s independent registered public accounting firm, for the fiscal year ending December 31, 2022; and

 

(3) to approve the Company’s Second Amended and Restated 2019 Stock Incentive Plan.

 

The final results of the stockholders’ votes at the Meeting are set forth below:

 

Proposal 1: Election of Directors

 

Nominee  For   Withheld   Broker Non-Votes 
Steven Shum   3,842,573    84,660    5,147,494 
Trent Davis   3,297,799    629,434    5,147,494 
Barbara Ryan   3,304,152    623,081    5,147,494 
Jeffrey Segal   3,304,054    623,179    5,147,494 
Matthew Szot   3,303,500    623,733    5,147,494 
Rebecca Messina   3,875,453    51,780    5,147,494 

 

Proposal 2: Ratification of Appointment of M&K CPAS, PLLC as Independent Registered Public Accounting Firm

 

FOR   AGAINST   ABSTAIN   BROKER NON-VOTES 
 8,888,232    182,404    4,091    0 

 

 

Proposal 3: Approval of Second Amended and Restated 2019 Stock Incentive Plan

 

FOR   AGAINST   ABSTAIN   BROKER NON-VOTES 
 3,247,429    663,733    16,071    5,147,494 

 

Exhibit   Description
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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: October 14, 2022    

 

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