- Post-merger, the combined company, operating under the name
"NAYA Biosciences", will be dedicated to increasing patient access
to life-transforming treatments in oncology, fertility, and
regenerative medicine
- NAYA will seek to scale up profitable revenues in the
fertility segment, enter into revenue-generating pharma
partnerships for its therapeutic programs, and strategically
develop and acquire synergistic technologies and companies
SARASOTA, Fla. and AVENTURA, Fla., Oct. 23,
2023 /PRNewswire/ -- INVO Bioscience, Inc. (Nasdaq:
INVO) ("INVO"), a healthcare services company focused on expanding
access to advanced fertility treatment worldwide, and NAYA
Biosciences Inc. ("NAYA"), a company dedicated to increasing
patient access to breakthrough treatments in oncology and
regenerative medicine, today jointly announced that they have
entered into a definitive merger agreement (the "Merger") for INVO
to acquire NAYA Biosciences in an all-stock transaction. Under the
terms of the agreement, NAYA Biosciences' shareholders will receive
7.3333 shares of INVO for each share of NAYA Biosciences at
closing, for a total of approximately 18,150,000 shares of INVO.
Following the closing of the Merger, the combined company is
expected to operate under the name "NAYA Biosciences". Dr.
Daniel Teper, currently Chairman
& CEO of NAYA Biosciences, will be named Chairman & CEO of
the combined company.
As described in greater detail below, the Merger - which remains
subject to certain closing conditions including shareholder
approval, an estimated $5 million or
more (at NAYA's discretion) in interim private financing in INVO at
a premium of INVO's market price at time of financing ("Interim
PIPE"), and a private offering by the combined company at a target
price of $5.00 - values INVO at
$12,373,780 and NAYA at $90,750,000. Subject to the Interim PIPE,
post-transaction and prior to the private offering, INVO and NAYA
shareholders will own approximately 12% and 88%, respectively, of
the combined company.
Following the merger, NAYA Biosciences plans to operate as a
NASDAQ-listed group of agile, disruptive, high-growth companies
dedicated to increasing patient access to life-transforming
treatments in oncology ("NAYA Oncology"), fertility ("NAYA
Fertility"), and regenerative medicine ("NAYA Regenerative
Medicine"). NAYA's unique capabilities in biology, cell and
gene therapy, and artificial intelligence, combined with INVO's
network of fertility clinics (INVO Centers) and INVOcell® medical
device enabling intravaginal culture ("IVC"), will provide a
synergistic platform for the accelerated clinical development and
commercialization of these breakthrough treatments.
The Merger and expected financing are intended to allow NAYA to
strengthen INVO's fertility operations through the infusion of new
capital to expand INVO's footprint of fertility clinic operations
across the United States, as well
as advance the development of NAYA's unique clinical stage
portfolio of oncology therapeutics.
NAYA Oncology has acquired two clinical-stage bispecific
antibody assets for the treatment of Hepatocellular Carcinoma and
Multiple Myeloma from Cytovia Therapeutics ("Cytovia"), a
biopharmaceutical company focused on immune cell engager bispecific
antibodies and gene-edited cell therapeutics, for a consideration
in cash and shares at an agreed price of $5 in the merged company.
"We are excited by the opportunity to merge INVO and NAYA with
the financial resources to advance both the fertility and newly
acquired oncology operations," commented Steve Shum, Chairman and CEO of INVO Bioscience.
"We believe this combination provides the benefit of having
existing, revenue-generating operations from our fertility business
and an ability to further grow those activities, along with the
upside potential of innovative cancer therapeutics."
"The merger with INVO will accelerate our goal of
increasing patient access to life-transforming treatments" added
Dr. Daniel Teper, Co-Founder,
Chairman, and Chief Executive Officer of NAYA
Biosciences. "Our increased access to capital through the
NASDAQ listing will allow us to scale up profitable revenues from
NAYA Fertility, advance toward revenue-generating pharma
partnerships for our therapeutic programs, and strategically seek
to develop and acquire synergistic technologies and companies."
About the Proposed Merger
Under the terms of the
merger agreement, pending approval of the transaction by INVO's,
Cytovia's, and NAYA's stockholders and subject to key closing
conditions, INVO will acquire 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 will issue to
NAYA more than eighty percent (80%) of its common stock,
effectively resulting in a change of control.
Among key closing conditions, INVO must obtain shareholder
approval along with certain approvals from existing warrant
holders, an estimated $5 million or
more (at NAYA's discretion) in interim private financing in INVO at
a premium to INVO's market price at time of financing ("Interim
PIPE"), and a private offering by the combined company at a target
price of $5.00, representing a
premium to INVO's last offering of $2.85 per share. The merger target valuation is
$12,373,780 for INVO and $90,750,000 for NAYA, based on a target stock
price of $5.00 per share. Subject to
the Interim PIPE, immediately following the closing of the Merger
(but prior to the private offering), the equity holders of NAYA are
expected to own approximately 88% of the outstanding common stock
of the combined company while the equity holders of INVO are
expected to own approximately 12% of the outstanding common stock
of the combined company.
The Merger has been unanimously approved by the board of
directors of each company and is expected to close in the fourth
quarter (Q4) of 2023. The Board of Directors of the combined
company will have six (6) directors nominated by NAYA and one (1)
director nominated by INVO.
Glaser Weil Fink Howard Jordan & Shapiro LLP is serving
as legal counsel to INVO. Pearl
Cohen is serving as legal counsel to NAYA.
About NAYA Biosciences
NAYA Biosciences is building a
group of agile, disruptive, high-growth companies dedicated to
increasing patient access to life-transforming treatments in
oncology, fertility, and regenerative medicine. NAYA's
capabilities in biology, cell and gene therapy, and artificial
intelligence (AI) provide a synergistic platform for the
accelerated clinical development and commercialization of these
breakthrough treatments.
NAYA Oncology aims to achieve clinical
proof-of-concept for its two bispecific antibodies acquired from
Cytovia Therapeutics, with the goal of advancing towards
breakthrough outcomes for Hepatocellular Carcinoma and Multiple
Myeloma patients. Clinical trials are expected to start in
2024.
NAYA Fertility aims to increase accessibility to advanced
fertility care through a growing network of INVO-owned and
affiliated clinics and the commercialization of INVO's unique
FDA-cleared INVOcell® device.
NAYA Regenerative Medicine is evaluating the
acquisition of clinic-stage assets aiming to restore biological
function in patients with damaged tissues and organs.
For more information, please visit
www.nayabiosciences.com.
About INVO Bioscience
We are a healthcare services
fertility company dedicated to expanding the assisted reproductive
technology ("ART") marketplace by making fertility care accessible
and inclusive to people around the world. Our commercialization
strategy is focused on the opening of dedicated "INVO Centers"
offering the INVOcell® and IVC procedure (with three centers in
North America now operational),
the acquisition of US-based, profitable in vitro fertilization
("IVF") clinics and the sale and distribution of our technology
solution into existing fertility clinics. Our proprietary
technology, INVOcell®, is a medical device that allows
fertilization and early embryo development to take place in vivo
within the woman's body. This treatment solution is the world's
first intravaginal culture technique for the incubation of oocytes
and sperm during fertilization and early embryo development. We
believe the IVC procedure can deliver comparable results to
traditional IVF and is a more effective treatment than intrauterine
insemination ("IUI"). For more information, please
visit www.invobio.com.
Additional Information about the Proposed Merger and Where to
Find It
INVO 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 Merger Agreement as an
exhibit thereto. Shareholders and others wishing to obtain
additional information regarding the Merger Agreement and the
Merger are urged to review these documents, which will be available
at the SEC's website (https://www.sec.gov).
In connection with the Merger, INVO and NAYA will file relevant
materials with the SEC, including a registration statement on Form
S-4 filed by INVO that will include a proxy statement of INVO that
also constitutes a prospectus of INVO. A definitive proxy
statement/prospectus will be distributed to stockholders of
NAYA. This communication is not a substitute for the
registration statement, proxy statement, or prospectus or any other
document that INVO or NAYA (as applicable) may file with the SEC in
connection with the proposed Merger. Before making any
voting or investment decision, investors and security holders of
INVO and NAYA are urged to read carefully and in their entirety the
registration statement, the proxy statement/prospectus, and any
other materials filed with or furnished to the SEC when they become
available, as well as any amendments or supplements to these
documents, as they contain or will contain important information
about INVO, NAYA, the Merger Agreement, the Merger, and related
matters. In addition to receiving the proxy
statement/prospectus by mail, shareholders also will be able to
obtain the full registration statement and the proxy
statement/prospectus and the exhibits thereto, as well as other
filings containing information about INVO, the Merger Agreement,
the Merger, and related matters, without charge, from the SEC's
website (http://www.sec.gov), or at the SEC's public reference room
at 100 F Street, NE, Room 1580, Washington, D.C. 20549. The information
included on, or accessible through, INVO's or NAYA's website is not
incorporated by reference to this communication.
INVO, NAYA and certain of their directors, executive officers,
and other members of management and employees may, under SEC rules,
be deemed to be "participants" in the solicitation of proxies from
INVO's shareholders with respect to the Merger. Information
about the directors and executive officers of INVO will be set
forth in the proxy statement/prospectus and in its Form 10-K for
the year ended December 31, 2022,
which was filed with the SEC on April
17th, 2023. Information about the directors and
executive officers of NAYA will be set forth in the joint proxy
statement/prospectus.
This announcement is not a solicitation of a proxy, an offer to
purchase, or a solicitation of an offer to sell any securities and
it is not a substitute for the Schedule 14A, the registration
statement on S-4, the proxy statement/prospectus, or other filings
that may be made with the SEC in connection with the Merger
Agreement and the Merger.
No Offer or Solicitation
This communication does not
constitute an offer to sell or the solicitation of an offer to buy
any securities, nor a solicitation of any vote or approval with
respect to the proposed transaction or otherwise. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended, and otherwise in accordance with applicable law.
Safe Harbor Statement
This 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.
CONTACT
INVO Bioscience:
Steve
Shum
978-878-9505
sshum@invobio.com;
INVO Investor Contact:
Robert Blum (Lytham Partners,
LLC)
602-889-9700
INVO@lythampartners.com
NAYA Biosciences:
Anna
Baran-Djokovic
305-615-9162
anna@nayabiosciences.com
NAYA Media & Investor
Relations:
David Schull and
Nic Johnson (Russo Partners,
LLC)
858-717-2310
david.schull@russopartnersllc.com
nic.johnson@russopartnersllc.com
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SOURCE INVO Bioscience, Inc.