SARASOTA, Fla. and AVENTURA,
Fla., Nov. 10, 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
following the closing of their pending merger, Dr. Peter Kash, Ed.D., MBA will join the combined
company's Board of Directors as Vice Chairman.
"I am delighted to join NAYA Biosciences upon the closing of its
public merger," commented Dr. Peter
Kash. "As an emerging leader in the growing Florida biosciences ecosystem, NAYA has a
unique business model, with scalable revenue generation from its
fertility business and disruptive clinical-stage therapeutics
primed for pharma partnerships. I look forward to working closely
with Daniel and his leadership team on their mission to accelerate
the development and commercialization of life-changing therapies
through agile leadership, access to public capital, and targeted
acquisitions."
"We welcome Peter to NAYA's board as we close our public merger
with INVO and prepare to execute an ambitious growth strategy,"
added Dr. Daniel Teper, Chairman and
CEO of NAYA Biosciences. "Peter's track record as an entrepreneur,
banker, and investor will be a major asset for NAYA and we look
forward to his contribution and impact accelerating our goal of
increasing patient access to life-transforming therapies."
Dr. Kash has over 36 years of leadership experience in the
biotech industry. He is currently the cofounder and Vice Chairman
of TargImmune Therapeutics (Switzerland) and cofounder and Managing
Director of Camelot BioCapital. He was formerly a cofounder and
partner and Chairman of Two River Group and President of Riverbank
Capital Securities, specializing in helping create and finance
several biotech companies including Kite Pharma, Edgemont
Pharmaceuticals, and Intercept Pharmaceuticals. He has cofounded
more than a dozen biotech companies and coraised in excess of
$2 billion in private/public
financing, helping creating more than $20
billion in peak aggregate market value. Dr. Kash has worked
on Wall Street for 30 years including at Shearson Lehman Hutton and
Paramount Capital. At Paramount he cofounded and helped finance
PolaRx Biopharmaceuticals; developing the first cancer drug from
China, Trisenox approved by the
FDA. The portfolio companies have received a total of 6 FDA
approvals to date.
From 1990-1992 he was an Associate Professor of Marketing at
Polytechnic University. During 1996-2000 he was an Adjunct
Professor of Entrepreneurship at the Wharton Business School.
During 2000-2002 he was a Visiting Professor of Entrepreneurship at
the Graduate School of Business at Nihon
University in Tokyo and in
2015 a Visiting Professor at Hebrew
University. He has frequently lectured and served as a
Keynote Speaker worldwide in many of the 70 countries he has
visited.
His education includes a B.S. in Management Science from
S.U.N.Y. Binghamton and an MBA in
International Banking and Finance from the Lubin School of Business
at Pace University. He holds a
Doctorate in Education at The Azrieli Graduate School of
Yeshiva University. Dr. Kash completed
post graduate classes on Making Boards of Directors More Effective
at Harvard Business School.
He has authored several books including a top international
seller "Make Your Own Luck", (Prentice Hall), now in 8 languages
distributed in more than 30 countries.
About the Proposed Merger
Under the terms of the merger agreement, pending approval of the
transaction by INVO's, Cytovia Therapeutic, Inc. '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 the stockholders of NAYA newly issued
common stock, representing, following such issuance, more than
eighty percent (80%) of its issued and outstanding 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 issued and
outstanding common stock of the combined company while the equity
holders of INVO are expected to own approximately 12% of the issued
and 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 first
quarter (Q1) of 2024.
Glaser Weil Fink Howard Jordan & Shapiro LLP is serving
as legal counsel to INVO. Pearl Cohen Zedek Latzer Baratz
LLP 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.invocell.com and 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 17, 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.