SARASOTA, Fla. and MIAMI - INVO Bioscience (NASDAQ: INVO), a medical device company focused on fertility treatments, has completed its merger with NAYA Biosciences, a firm specializing in oncology and autoimmune diseases, the companies announced today. The merged entity is expected to operate under the new name NAYA Biosciences and will be listed on the NASDAQ with the ticker symbol "NAYA".
The merger unites INVO's fertility business with NAYA's clinical-stage assets in oncology and autoimmune diseases, aiming to leverage combined resources for enhanced growth and innovation. The leadership team will include INVO's CEO Steve Shum and CFO Andrea Goren, with NAYA's founder Dr. Daniel Teper joining as President and CEO of the newly formed NAYA Therapeutics subsidiary. Dr. Teper and Ms. Lyn Falconio of NAYA's board will also join the board of the combined company.
The combined company's portfolio includes a bispecific antibody targeting GPC3 for hepatocellular carcinoma patients, which is entering Phase I/II clinical trials, and a CD38-targeting bispecific antibody with potential applications in multiple myeloma and autoimmune diseases.
Under the terms of the merger agreement, INVO has acquired all outstanding equity interests in NAYA through a reverse triangular merger, issuing a combination of INVO common stock and Series C-1 and C-2 preferred stock to NAYA's security holders. The conversion of preferred stock into common stock is subject to stockholder approval and beneficial ownership limitations.
The transaction, which has been approved by the boards of both companies, did not require the approval of INVO's stockholders. Post-merger, INVO's equity holders will own approximately 17.75% of the combined company on an as-converted-to-common basis.
This merger is seen as a strategic move to optimize risk-return for investors by combining INVO's profitable fertility business with the upside of NAYA's innovative therapeutics. The companies are confident that the merger will create significant value for shareholders and advance the development of treatments in the high-growth sectors of oncology and autoimmune diseases.
The information in this article is based on a press release statement.
In other recent news, INVO Bioscience has been actively managing its financial health and business operations. The medical device company secured a Merchant Cash Advance of $265,000, providing an immediate cash injection to support its working capital and general corporate functions. This strategic move, facilitated with the approval of Decathlon Alpha V, L.P., is aimed at maintaining liquidity and ensuring steady cash flow.
In addition, INVO Bioscience extended its merger agreement with NAYA Biosciences to October 14, 2024. As part of this arrangement, NAYA will purchase 27,500 shares of Series A Preferred Stock for $137,500, contingent on the merger's completion. The merger will comprise a combination of INVO common stock and newly created Series C Convertible Preferred Stock, with NAYA set to transfer the majority of common stock payment shares to its secured lender, Five Narrow Lane LP.
The company is also facing challenges with Nasdaq's minimum bid price requirement and has been given until May 17, 2025, to rectify this issue. Meanwhile, an error was identified in INVO Bioscience's financial statements related to the valuation of assets and liabilities, which did not impact its revenue, operations, earnings per share, or net equity. These are some of the recent developments in INVO Bioscience's ongoing efforts to navigate regulatory requirements and regain compliance with Nasdaq's listing rules.
InvestingPro Insights
As INVO Bioscience merges with NAYA Biosciences to form a new entity, investors should consider some key financial metrics and insights from InvestingPro. The company's market capitalization stands at a modest $2.56 million, reflecting its current position in the market. Despite the merger's potential, INVO has faced significant challenges, as evidenced by its stock price falling considerably over the past five years.
InvestingPro data shows that INVO's revenue for the last twelve months as of Q2 2023 was $5.77 million, with an impressive revenue growth of 390.03% over the same period. This substantial growth aligns with the company's strategic moves, including the recent merger, which aims to leverage combined resources for enhanced growth.
However, investors should note that INVO has been operating at a loss, with an adjusted operating income of -$5.24 million for the last twelve months as of Q2 2023. This is reflected in the company's negative P/E ratio of -0.39, indicating that the company is not currently profitable.
InvestingPro Tips highlight that INVO has been quickly burning through cash and that its short-term obligations exceed its liquid assets. These factors underscore the importance of the merger in potentially stabilizing the company's financial position and driving future growth.
For those seeking a more comprehensive analysis, InvestingPro offers 5 additional tips for INVO Bioscience, providing deeper insights into the company's financial health and prospects.
This article was generated with the support of AI and reviewed by an editor. For more information see our T&C.