INVO Bioscience and NAYA Biosciences sign merger agreement

INVO Bioscience and NAYA Biosciences, a company dedicated to increasing patient access to breakthrough treatments in oncology and regenerative medicine, have entered into a definitive merger agreement for INVO to acquire NAYA Biosciences in an all-stock transaction. 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”. Daniel Teper, currently CEO of NAYA Biosciences, will be named Chairman & CEO of the combined company. The merger – which remains subject to certain closing conditions including shareholder approval, an estimated $5M or more in interim private financing in INVO at a premium of INVO’s market price at time of financing, 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 companies dedicated to increasing patient access to treatments in oncology, fertility and regenerative medicine. NAYA Oncology has acquired two clinical-stage bispecific antibody assets for the treatment of Hepatocellular Carcinoma and Multiple Myeloma from Cytovia Therapeutics, 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. In connection with the Merger, INVO will issue to NAYA more than 80% of its common stock, effectively resulting in a change of control. The Merger has been unanimously approved by the board of directors of each company and is expected to close in Q4. The Board of Directors of the combined company will have six directors nominated by NAYA and one director nominated by INVO.