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): December 26, 2023
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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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 December 26, INVO Bioscience, Inc. (the “Company”) held its 2023 annual meeting of shareholders (the “Annual Meeting”). A total of 952,082 shares of common stock constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.
At the Annual Meeting, the Company’s shareholders voted on Proposals 1, 2, and 3 as set forth below. The final results for Proposals 1, 2, and 3, as set forth in the Company’s Definitive Proxy Statement, filed with the SEC on November 24, 2023, are as follows:
Proposal 1. At the Annual Meeting, the terms of all five members of the Board of Directors expired. All of the five nominees for director were elected to serve until the next annual meeting of shareholders or until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death. The result of the votes to elect the five directors was as follows:
| Directors | | For | | | Withheld | | | Broker
Non-Votes | |
| Steven Shum | | | 161,151 | | | | 27,921 | | | | 763,010 | |
| Trent Davis | | | 160,948 | | | | 28,124 | | | | 763,010 | |
| Matthew Szot | | | 160,922 | | | | 28,150 | | | | 763,010 | |
| Barbara Ryan | | | 161,040 | | | | 28,032 | | | | 763,010 | |
| Rebecca Messina | | | 162,169 | | | | 26,903 | | | | 763,010 | |
Proposal 2. At the Annual Meeting, the shareholders approved the ratification of the appointment of M&K CPAs PLLC. as the Company’s independent public accountant for the fiscal year ending December 31, 2023. The result of the votes to approve M&K CPAs PLLC was as follows:
| For | | | Against | | | Abstain | |
| 880,341 | | | | 55,600 | | | | 16,141 | |
Proposal 3. At the Annual Meeting, the shareholders approved for the purposes of Nasdaq Marketplace Rule 5635(d), the reduction of the exercise price for the March 2023 private placement warrants from $12.60 per share to $2.85 per share (the “Warrant Exercise Price Reduction”). The result of the votes to approve Warrant Exercise Price Reduction was as follows:
| For | | | Against | | | Abstain | | | Broker Non-Vote | |
| 108,451 | | | | 75,038 | | | | 5,583 | | | | 763,010 | |
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: December 27, 2023 | | |
