M&A - NAYA Biosciences, Inc.

Form Type: 8-K

Filing Date: 2025-05-30

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225013122

Filing Summary: INVO Fertility, Inc. reported the filing of a Certificate of Amendment to the Series C-1 and Series C-2 Certificates of Designation and entered into multiple definitive agreements to divest a majority of its holdings in NAYA Therapeutics Inc. The company agreed to exchange 801,196 shares of Class A Common Stock of NTI, representing 19.9% of NTI’s outstanding shares, for 6,300 shares of Series A Preferred Stock of NTI. Additionally, NTI issued a secured convertible promissory note to INVO for $4,803,175, convertible upon a Qualified IPO or Sale Transaction, with an interest rate of 7% and a maturity date of November 28, 2026. The agreements also included a security agreement and multiple consent and release agreements with various stakeholders. Amendments to the rights of security holders regarding Series C-1 and C-2 preferred stock were also detailed, focusing on conversion rights and redemption preferences. The entry signifies significant corporate restructuring and divestiture plans.

Form Type: NT 10-K

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225001875

Filing Summary: NAYA Biosciences, Inc. filed a notification of late filing for its Form 10-K for the fiscal year ended December 31, 2024. The company cites the need for additional time to finalize financial statements as the reason for the delay. It anticipates filing the required report within the extended period of 15 calendar days. Additionally, NAYA's earnings report is expected to show a significant increase in revenue, projected to rise by approximately 117% compared to the previous year, which is primarily attributed to the acquisition of Wisconsin Fertility Institute in August 2023.