Form 8-K - Current report

 

 

 

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 12, 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: [phone]

 

 

 

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

 

On December 12, 2023, the board of directors (the “Board”) of INVO Bioscience, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Company’s Bylaws (the “Bylaws”).

 

The Amendment amends and restates in its entirety Article III, Section 8 of the Bylaws to lower the quorum requirement for shareholder meetings from requiring the holders of a majority of the Company’s shares of stock issued and outstanding and entitled to vote thereat to be present in person or represented by proxy to one-third of the holders of the Company’s stock issued and outstanding and entitled to vote thereat to be present in person or represented by proxy.

 

The foregoing description of the Amendment set forth herein does not purport to be complete and is qualified in its entirety by the full text of the Amendment which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
3.1		Amendment No. 1 to Bylaws of INVO Bioscience, Inc.
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: December 13, 2023

 

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Exhibit 3.1

 

AMENDMENT NO. 1 TO

BYLAWS

OF

INVO BIOSCIENCE INC.

a Nevada corporation

(f/k/a Emys Salsa Aji Distribution Company, Inc.)

 

Pursuant to resolutions of the Board of Directors (the “Board”) of INVO Bioscience, Inc. a Nevada corporation f/k/a Emys Salsa Aji Distribution Company, Inc. (the “Corporation”) adopted via unanimous written consent of the Board dated December 12, 2023 and in accordance with the authority provided to the directors pursuant to Article XII, Section 45 of the Corporation’s Bylaws (the “Bylaws”) and Article IX of the Corporation’s Amended and Restated Articles of Incorporation:

 

1.	Article III, Section 8, of the Bylaws is amended and restated in its entirety as follows as of December 12, 2023:

 

“Section 8. Quorum. At all meetings of stockholders, except where otherwise required by applicable law or the Articles of Incorporation, the holders of one-third of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting. The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, all action taken by the holders of a majority of the votes cast, excluding abstentions, at any meeting at which a quorum is present shall be valid and binding upon the corporation; provided, however, that directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Where a separate vote by a class or classes or series is required, except where otherwise provided by the statute or by the Articles of Incorporation or these Bylaws, the holders of one-third of the outstanding shares of such class or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and, except where otherwise provided by the statute or by the Articles of Incorporation or these Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of the votes cast, including abstentions, by the holders of shares of such class or classes or series shall be the act of such class or classes or series.”

 

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Cover	Dec. 12, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 12, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-39701
Entity Registrant Name	INVO BIOSCIENCE, INC.
Entity Central Index Key	0001417926
Entity Tax Identification Number	20-4036208
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	5582 Broadcast Court
Entity Address, City or Town	Sarasota
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	34240
City Area Code	(978)
Local Phone Number	878-9505
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	INVO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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