INVO Bioscience (a healthcare services company focused on expanding access to advanced fertility treatment worldwide) and NAYA Biosciences (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 for INVO to acquire NAYA Biosciences in an all-stock transaction. Under the terms of the deal, NAYA Biosciences’ shareholders will receive 7.3333 shares of INVO for each share of NAYA Biosciences at closing, for approximately 18.15 million shares of INVO. Following the merger’s close, the combined company is expected to operate under the name “NAYA Biosciences.” Dr. Daniel Teper, Chairman & 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 $5 million or more (at NAYA’s discretion) in interim private financing in INVO at a premium of INVO’s market price at the time of financing (Interim PIPE), and a private offering by the combined company at a target price of $5 – values INVO at $12,373,780 and NAYA at $90,750,000. Subject to the Interim PIPE, post-transaction and before the private offering, INVO and NAYA shareholders will own about 12% and 88%, respectively, of the combined company.
Following the merger, NAYA Biosciences plans to operate as a NASDAQ-listed group of agile, disruptive, and 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 US, and 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, 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.
Under the terms of the merger agreement, pending approval of the transaction by INVO’s, Cytovia’s, and NAYA’s stockholders and subject to key closing conditions, INVO will acquire 100% of the outstanding equity interests in NAYA using a reverse triangular merger of a wholly owned subsidiary of INVO with and into NAYA, with NAYA surviving as a wholly owned subsidiary of INVO (the merger). In connection with the merger, INVO will issue more than eighty percent (80%) of its common stock to NAYA, effectively resulting in a change of control.
Among the key closing conditions, INVO must obtain shareholder approval along with certain approvals from existing warrant holders, an estimated $5 million or more (at NAYA’s discretion) in interim private financing in INVO at a premium to INVO’s market price at time of financing (Interim PIPE), and a private offering by the combined company at a target price of $5, representing a premium to INVO’s last offering of $2.85 per share. The merger target valuation is $12,373,780 for INVO and $90.75 million for NAYA, based on a target stock price of $5 per share. Subject to the Interim PIPE, immediately following the closing of the Merger (but before the private offering), the equity holders of NAYA are expected to own approximately 88% of the outstanding common stock of the combined company while the equity holders of INVO are expected to own about 12% of the outstanding common stock of the combined company.
The board of directors of each company unanimously approved the merger and is expected to close in the fourth quarter (Q4) of 2023. The Board of Directors of the combined company will have six (6) directors nominated by NAYA and one (1) director nominated by INVO.
“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. 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.”
— Steve Shum, Chairman and CEO of INVO Bioscience
“The merger with INVO will accelerate our goal of increasing patient access to life-transforming treatments. 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.”
— Dr. Daniel Teper, Co-Founder, Chairman, and Chief Executive Officer of NAYA Biosciences