INVO Bioscience and NAYA Biosciences Merge, Rebranded as NAYA Biosciences (NASDAQ: NAYA)

On October 14, 2024, INVO Bioscience, trading on NASDAQ under the ticker INVO, announced the completion of its merger with NAYA Biosciences. NAYA Biosciences focuses on providing advanced treatments for oncology and autoimmune diseases. Following the merger, the newly formed entity plans to rename itself NAYA Biosciences and trade under the ticker "NAYA" on NASDAQ. Besides continuing its profitable fertility business, the unified company will concentrate on developing innovative clinical-stage assets for oncology and autoimmune disorders.

Steve Shum, the current Chief Executive Officer of INVO, will continue to oversee the merged entity. Andrea Goren, INVO's Chief Financial Officer, will also remain in her role. Dr. Daniel Teper, who founded and previously led NAYA Biosciences, will assume the position of President of the new company and CEO of its NAYA Therapeutics subsidiary. Dr. Teper brings over three decades of expertise in biopharma, corporate leadership, and consultancy. He will join the new company's board alongside another NAYA board member, Lyn Falconio, in addition to the existing INVO board members.

Steve Shum expressed optimism about the merger, stating that the diversified business model and combined assets have the potential to generate substantial value for both existing and new shareholders. He emphasized that combining the fertility business's reliable revenue stream with the potential of pioneering therapeutics offers an optimized risk-return ratio for investors. The company’s hub-and-spoke model is designed to share resources and talent efficiently, speeding up the development of its subsidiaries.

Dr. Teper also highlighted the growth prospects of NAYA as a public entity, benefiting from better access to capital and shared resources. He noted that their leading GPC3-targeting FLEX-NK™ bispecific antibody is advancing to Phase I/II clinical trials. This monotherapy targets a significant unmet need among hepatocellular carcinoma (HCC) patients who do not respond to the current standard treatment involving checkpoint inhibitors. Additionally, their CD38-targeting FLEX-NK™ bispecific antibody has shown a unique profile compared to daratumumab. This antibody aims to become a leading therapy in the competitive multiple myeloma market and address needs in the growing, underserved autoimmune disease sector.

As per the revised merger agreement, INVO acquired all outstanding equity in NAYA through a reverse triangular merger, resulting in NAYA becoming a wholly owned subsidiary of INVO. In this process, INVO issued NAYA's security holders shares of INVO common stock, Series C-1 preferred stock, and Series C-2 preferred stock. With shareholder approval, Series C-1 preferred stock will convert into INVO common stock, adhering to an ownership cap of 19.9%. Series C-2 preferred stock will also convert into common stock at the holder's discretion, with the same ownership limitation.

Following the merger, INVO equity holders are projected to own 17.75% of the new entity on a pro forma basis, assuming all preferred shares convert to common stock. The boards of INVO and NAYA, along with NAYA's stockholders, approved the acquisition. Notably, approval from INVO's stockholders was not required to finalize the transaction.

INVO will submit a Current Report on Form 8-K to the U.S. Securities and Exchange Commission (SEC), detailing the Amended and Restated Merger Agreement. Interested parties can access these documents on the SEC's website for further information.