Registration Number 333-248950
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 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. ☒ (File No. 333-248950)
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 ☐ |
This post-effective amendment shall become effective upon filing in accordance with Rule 462(d) promulgated under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
The sole purpose of this Post-Effective Amendment No. 1 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 in accordance with Rule 462(d) of the Securities Act of 1933, as amended.
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 Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on November 13, 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 Post-Effective Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates stated.
Signature |
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| Date |
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/s/ Steven Shum |
| Chief Executive Officer, Director |
| November 13, 2020 |
Steven Shum |
| (Principal Executive Officer) |
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* |
| Chief Financial Officer |
| November 13, 2020 |
Debra Hoopes |
| (Principal Financial and Accounting Officer) |
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* |
| Director |
| November 13, 2020 |
Trent Davis |
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* |
| Director |
| November 13, 2020 |
Matthew Szot |
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* |
| Director |
| November 13, 2020 |
Barbara Ryan |
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*By: /s/ Steven Shum
Steven Shum
Attorney-in-fact