SARASOTA, Fla. and AVENTURA, Fla., Oct. 23, 2023 — INVO Bioscience, Inc. (Nasdaq: INVO) and NAYA Biosciences Inc. have jointly announced a definitive merger agreement in a bid to revolutionize the fields of fertility and oncology. INVO Bioscience, a healthcare services company dedicated to enhancing global access to advanced fertility treatments, is set to acquire NAYA Biosciences, a company focused on expanding patient access to groundbreaking treatments in oncology and regenerative medicine.
Under the terms of the agreement, NAYA Biosciences’ shareholders will receive 7.3333 shares of INVO for each share of NAYA Biosciences at the time of closing, equating to roughly 18,150,000 shares of INVO. Following the merger, the new entity will operate under the name “NAYA Biosciences,” with Dr. Daniel Teper, the current Chairman & CEO of NAYA Biosciences, taking the helm as the Chairman & CEO of the combined company.
The merger is subject to certain closing conditions, including shareholder approval, an estimated $5 million or more in interim private financing in INVO at a premium of INVO’s market price at the time of financing (“Interim PIPE”), and a private offering by the combined company at a target price of $5.00 per share. The deal 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 are expected to own approximately 12% and 88% of the combined company, respectively.
The newly formed NAYA Biosciences aims to operate as a NASDAQ-listed conglomerate, dedicated to expanding patient access to life-transforming treatments in oncology (“NAYA Oncology”), fertility (“NAYA Fertility”), and regenerative medicine (“NAYA Regenerative Medicine”). The combination of NAYA’s expertise in biology, cell and gene therapy, and artificial intelligence with INVO’s network of fertility clinics (INVO Centers) and INVOcell® medical device for intravaginal culture (“IVC”) is expected to provide a synergistic platform for the accelerated clinical development and commercialization of innovative treatments in these fields.
The merger and the anticipated financing are intended to bolster INVO’s fertility operations by injecting fresh capital for expanding its network of fertility clinic operations throughout the United States. Additionally, it will support the advancement 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 for a consideration in cash and shares at an agreed price of $5 in the merged company.
Steve Shum, Chairman and CEO of INVO Bioscience, expressed excitement about the merger, emphasizing the potential to advance both fertility and newly acquired oncology operations. He believes this merger offers the advantage of existing, revenue-generating operations from their fertility business, along with the potential for innovative cancer therapeutics.
Dr. Daniel Teper, Co-Founder, Chairman, and Chief Executive Officer of NAYA Biosciences, highlighted the merger’s role in achieving their goal of increasing patient access to life-transforming treatments. He believes that access to capital through the NASDAQ listing will allow them to scale up profitable revenues from NAYA Fertility, pursue revenue-generating pharma partnerships for therapeutic programs, and strategically seek to develop and acquire synergistic technologies and companies.
The merger agreement, pending approval by INVO’s, Cytovia’s, and NAYA’s stockholders and subject to key closing conditions, will result in INVO acquiring 100% of the outstanding equity interests in NAYA. Among these conditions, INVO must obtain shareholder approval, secure approvals from existing warrant holders, and arrange for an estimated $5 million or more in interim private financing in INVO at a premium to INVO’s market price at the time of financing (“Interim PIPE”). 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.
The merger has received unanimous approval from the board of directors of both companies and is anticipated to close in the fourth quarter (Q4) of 2023. The combined company’s Board of Directors will consist of six directors nominated by NAYA and one director nominated by INVO.