INVO Bioscience and NAYA Biosciences Close Merger, Combined Company to Operate as NAYA Biosciences (NASDAQ: NAYA)
October 14 2024 - 8:18AM
INVO Bioscience (“INVO”) (NASDAQ: INVO) today announced it has
closed its merger with NAYA Biosciences, a company dedicated to
increasing patient access to breakthrough treatments in oncology
and autoimmune diseases. The combined company expects to change its
name to NAYA Biosciences and trade on the NASDAQ under the “NAYA”
ticker. The combined company will continue to operate the
revenue-generating fertility business as well as expand its focus
to the development of first-in-class clinical-stage assets in
oncology and autoimmune diseases.
The combined company will be led by INVO Chief Executive Officer
Steve Shum, INVO Chief Financial Officer Andrea Goren, and Dr.
Daniel Teper, founder and former CEO of NAYA Biosciences, who will
be appointed as President of the combined company and Chief
Executive Officer of the NAYA Therapeutics subsidiary. Dr. Teper
has over 30 years of strategic leadership experience as a biopharma
entrepreneur, corporate executive, and management consultant. Two
members of NAYA’s board, Dr. Teper and Ms. Lyn Falconio, will join
the combined company’s board alongside INVO’s current board
members.
“We are confident that our expanded portfolio business model and
combined assets have the potential to create significant value for
both legacy and new shareholders,” commented Steve Shum, CEO of the
combined company. “Combining scalable, profitable revenues from our
fertility business with the upside of innovative therapeutics
optimizes risk-return for investors. In addition, the hub-and-spoke
model allows for shared resources and talent to accelerate the
development of our lean, agile subsidiaries.”
“We are excited about the growth potential of NAYA as a public
company with improved access to capital and shared resources to
accelerate the development of its pipeline,” added Dr. Daniel
Teper, President of the combined company and CEO of the NAYA
Therapeutics subsidiary. “Our lead GPC3-targeting FLEX-NK™
bispecific antibody is entering Phase I/II clinical trials and
uniquely positioned as a monotherapy option to address the unmet
needs of the majority of hepatocellular carcinoma (HCC) patients
not responding to current standard of care with checkpoint
inhibitors. Our CD38-targeting FLEX-NK™ bispecific antibody has
demonstrated a differentiated profile to daratumumab, establishing
potential to both emerge as a best-in-class therapeutic in the
competitive multiple myeloma market and address patient needs in
the high-growth, underserved autoimmune disease market.”
About the Acquisition Under the terms of the
amended and restated merger agreement, INVO acquired 100% of the
outstanding equity interests in NAYA by means of a reverse
triangular merger of a wholly owned subsidiary of INVO with and
into NAYA, with NAYA surviving as a wholly owned subsidiary of INVO
(the "Merger"). In connection with the Merger, INVO issued to
NAYA’s security holders a combination of shares of INVO common
stock, INVO Series C-1 preferred stock, and Series C-2 preferred
stock. Subject to stockholder approval of the conversion of the
Series C-1 and C-2 preferred stock into INVO common stock, each
share of Series C-1 preferred stock will convert into shares of
INVO common stock subject to certain beneficial ownership
limitations initially set at and not to exceed 19.9%, and each
share of Series C-2 preferred stock will become convertible into
shares of INVO common stock at the option of the holder, subject to
certain beneficial ownership limitations initially set at 9.99% and
not to exceed 19.9%
On a pro forma basis, based upon the number of shares of INVO
common stock, Series C-1 preferred stock, and Series C-2 preferred
stock, assuming the conversion of all such Series C-1 and C-2
preferred stock into INVO common stock, INVO equity holders
immediately prior to the acquisition will own 17.75% of the
combined company on an as-converted-to-common basis immediately
after these transactions. The acquisition was approved by the board
of directors of INVO and the board of directors and stockholders of
NAYA. The closing of the transaction was not subject to the
approval of INVO stockholders.
Additional Information about the Proposed Merger and
Where to Find ItINVO will furnish to the U.S. Securities
and Exchange Commission (the "SEC") a Current Report on Form 8-K
regarding the Merger, which will include the Amended and Restated
Merger Agreement as an exhibit thereto. Stockholders and others
wishing to obtain additional information regarding the Amended and
Restated Merger Agreement and the Merger are urged to review these
documents, which will be available at the SEC's website
(https://www.sec.gov).
Safe Harbor StatementThis release includes
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The Company invokes
the protections of the Private Securities Litigation Reform Act of
1995. All statements regarding our expected future financial
position, results of operations, cash flows, financing plans,
business strategies, products and services, competitive positions,
growth opportunities, plans and objectives of management for future
operations, as well as statements that include words such as
"anticipate," "if," "believe," "plan," "estimate," "expect,"
"intend," "may," "could," "should," "will," and other similar
expressions are forward-looking statements. All forward-looking
statements involve risks, uncertainties, and contingencies, many of
which are beyond our control, which may cause actual results,
performance, or achievements to differ materially from anticipated
results, performance, or achievements. Factors that may cause
actual results to differ materially from those in the
forward-looking statements include those set forth in our filings
at www.sec.gov. We are under no obligation to
(and expressly disclaim any such obligation to) update or alter our
forward-looking statements, whether as a result of new information,
future events or otherwise.
Investor & Media Contacts
INVO Bioscience Steve ShumChief Executive
Officersshum@invobio.com
NAYA Biosciences Anna Baran-DjokovicSVP, Investor
Relations+1-305-615-9162anna@nayabiosciences.com
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