NAYA Biosciences entered into an agreement into a definitive merger agreement to acquire INVO Bioscience, Inc. (NasdaqCM:INVO) in a reverse merger transaction for $90.7 million on October 22, 2023. Under the terms of the agreement, each share of common stock of NAYA Biosciences outstanding immediately prior to the effective time of the merger will be converted into the right to receive 7.33333 (subject to adjustment as set forth in the merger agreement) shares of a newly designated series of common stock of INVO Bioscience, Inc., which shall be entitled to 10 votes per each share (? Company Class B common stock ?) for a total of approximately 18,150,000 shares of INVO. INVO and NAYA shareholders will own approximately 12% and 88%, respectively, of the combined company. Following the closing of the merger, the combined company is expected to operate under the name "NAYA Biosciences". In case of termination of the agreement, NAYA would be required to INVO a termination fee of $1 million and INVO would be required to pay NAYA a termination fee of $1 million. Daniel Teper, currently Chairman & Chief Executive Officer of NAYA Biosciences, will be named Chairman & Chief Executive Officer of the combined company. The Board of Directors of the combined company will have six directors nominated by NAYA and one director nominated by INVO.

The transaction is subject to certain closing conditions including INVO's and NAYA shareholder approval, the completion of due diligence, the completion of an interim private offering of shares of INVO common stock at a price that is a premium to the market price of the INVO common stock in an estimated amount of $5,000,000 or more of gross proceeds, the aggregate of the liabilities of INVO, excluding certain specified liabilities, shall not exceed $5,000,000, the continued listing of INVO common stock on NASDAQ through the effective time of the merger and the approval for listing on NASDAQ of the shares of the INVO common stock to be issued in connection with the merger, the effectiveness of a registration statement on Form S-4 to be filed by INVO pursuant to which the shares of INVO common stock to be issued in connection with the merger will be registered with the SEC, INVO shall have received customary lock-up Agreement from certain INVO stockholders, INVO will have received copies of the Ancillary Documents including NAYA directors? resignations, duly executed by the counterparties thereto, and INVO shall have received duly executed copies of the offer letters, in forms acceptable to the INVO, with respect to each Key Employee. The merger has been unanimously approved by the board of directors of both INVO and NAYA. INVO and NAYA Board resolved to recommend adoption of the agreement by their respective stockholders The transaction is expected to close in the fourth quarter of 2023. Marc Indeglia of Glaser Weil Fink Howard Jordan & Shapiro LLP acted as legal counsel to INVO. Oded Kadosh of Pearl Cohen Zedek Latzer Baratz LLP acted as legal counsel to NAYA.