Registration Number 333-248950
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4 TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INVO BIOSCIENCE, INC.
(Exact name of registrant as specified in its charter)
Nevada |
| 3841 |
| 20-4036208 |
(State or other jurisdiction of incorporation or organization) |
| (Primary Standard Industrial Classification Code Number) |
| (IRS Employer Identification No.) |
5582 Broadcast Court Sarasota, Florida, 34240
(978) 878-9505
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Steve Shum
Chief Executive Officer
INVO Bioscience, Inc.
5582 Broadcast Court
Sarasota, Florida 34240
(978) 878-9505
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Ira Kotel, Esq. Greg Carney, Esq. Dentons US LLP 601 S. Figueroa Street., Suite 2500 Los Angeles, California 90017 (213) 623-9300 | Bradley J. Wyatt, Esq. Dickinson Wright PLLC 350 S. Main Street, Suite 300 Ann Arbor, Michigan 48104 (734) 623-7075 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☐ |
| Accelerated filer ☐ |
| Non-accelerated filer ☑ |
| Smaller reporting company ☑ |
| Emerging growth company ☐ |
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | Proposed Maximum Aggregate Offering Price(1)(2) | Amount of Registration Fee(3) | ||||||
Common Stock, $0.0001 par value per share(4) | $ | 12,776,500 | (1) | $ | 1,658.39 | (5) |
| (1) Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended. (2) Pursuant to Rule 416, the securities being registered hereunder include such indeterminate number of additional securities as may be issuable to prevent dilution resulting from stock splits, stock dividends or similar transactions. (3) Calculated under Section 6(b) of the Securities Act of 1933 as .0001298 of the proposed maximum aggregate offering price. (4) Includes the aggregate offering price of additional shares that the underwriters have the right to purchase from the Registrant, if any. (5) Previously paid. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.
EXPLANATORY NOTE
The sole purpose of this Amendment No. 4 to the Registration Statement on Form S-1 (File No. 333-248950) is to file Exhibit 5.1, as indicated in Item 16 of Part II of this amendment. No change is made to the preliminary prospectus constituting Part I of the Registration Statement or Items 13, 14, 15 or 17 of Part II of the Registration Statement. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 16 of Part II and the signature page to the Registration Statement.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) (1) Our un-audited and audited financial statements are included in the prospectus.
EXHIBIT NUMBER |
| DESCRIPTION |
1.1 | Form of Underwriting Agreement** | |
3.1 |
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3.2 |
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3.3 | Certificate of Change, attached as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated May 21, 2020 and filed on May 22, 2020 and incorporated herein by reference. | |
4.1 |
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4.2 |
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4.3 |
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4.4 |
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4.5 | ||
4.6 | ||
4.7 | ||
4.8 | ||
4.9 | ||
5.1 |
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10.1 |
| Short Term Note dated March 5, 3009 between the registrant and Kathleen Karloff (5) |
10.2 |
| Short Term Note dated May 19, 2019 between the registrant and Kathleen Karloff (6) |
10.3 |
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10.4 |
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10.5 |
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10.6 | ||||
10.7 | ||||
10.8 | Employment Agreement, dated January 15, 2020, between the registrant and Michael Campbell (8) | |||
10.9 |
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10.10 |
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10.11 | ||||
10.12 | ||||
10.13 | ||||
10.14 | ||||
10.15 | ||||
10.16 | Pre-incorporation and Shareholders Agreement, attached as exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated September 30, 2020 and incorporated herein by reference. | |||
16.1 |
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21 | Subsidiaries** | |||
23.1 | Consent of M&K CPAs.** | |||
23.2 | Consent of Leggett & Webb, P.A.** | |||
23.3 | ||||
24.1 | Power of Attorney** |
(1) Incorporated by reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 5, 2009.
(2) Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on November 13, 2007.
(3) Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 17, 2009.
(4) Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 17, 2009.
(5) Incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q for the three months ended March 31, 2009 filed with the Securities and Exchange Commission on May 15, 2009.
(6) Incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q for the three months ended June 30, 2009 filed with the Securities and Exchange Commission on August 14, 2009.
(7) Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 16, 2020.
(8) Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 21, 2020.
* Filed herewith
** Previously filed
+ Portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Amendment No. 4 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on October 20, 2020.
| INVO BIOSCIENCE, INC. | |
| (Registrant) | |
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| By: | /s/ Steven Shum |
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| Steven Shum |
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| Chief Executive Officer |
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| (Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 4 to Registration Statement has been signed by the following persons in the capacities and on the dates stated.
Signature |
| Title |
| Date |
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/s/ Steven Shum |
| Chief Executive Officer, Director |
| October 20, 2020 |
Steven Shum |
| (Principal Executive Officer) |
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* |
| Chief Financial Officer |
| October 20, 2020 |
Debra Hoopes |
| (Principal Financial and Accounting Officer) |
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* |
| Director |
| October 20, 2020 |
Trent Davis |
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* |
| Director |
| October 20, 2020 |
Matthew Szot |
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* |
| Director |
| October 20, 2020 |
Barbara Ryan |
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*By: /s/ Steven Shum
Steven Shum
Attorney-in-fact