INVO Bioscience and NAYA Biosciences Announce Definitive Merger Agreement To Establish Expanded Publicly Traded Life Science Company

INVO Bioscience, Inc., 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, 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.”