UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 10, 2021

INVO BIOSCIENCE, INC.

(Exact name of registrant as specified in charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Item 1.01. Entry into a Material Definitive Agreement.

On March 10, 2021, our wholly-owned subisidary, INVO Centers, LLC, entered into a limited liability company agreement with HRCFG, LLC (the “JV LLC Agreement”) to form a joint venture for the purpose of commercializing our technologies related to our INVOcell and procedure for an in vivo method of vaginal incubation at a dedicated INVO fertility clinic in Birmingham Alabama. The name of the joint venture LLC is HRCFG INVO LLC (the “JV Company”) and the members are INVO Centers LLC and HRCFG, LLC. HRCFG’s responsibilities include providing clinical practice expertise perform recruitment functions, provide all necessary training, and provide day-to-day management of the clinic. INVO Centers will provide access to and will be the exclusive provider to the JV Company of the INVOcell and procedure. INVO Centers will also perform all required in vitro fertilization industry specific compliance and accreditation functions and product documentation for product registration. INVOcell will also provide a reasonable amount of funding to the JV Company. In connection with the formation of the JV Company, we provided an initial $30,000 in funding. In connection with such funds, HRCFG issued us a note (the “Note”) under which these funds will be repaid from 30% of JV Company’s operating profit. Interest on such funds accrues at a rate of 1.5%.  In addition, promptly upon opening the BHAM Clinic for business, we will issue to HRCFG 25,000 shares of our common stock. We will issue to HRCFG an additional 25,000 shares of our common stock for each additional INVOcell-based clinic opened for business by the JV Company.

The foregoing summary of the JV LLC Agreement and Note do not purport to be complete and is qualified in its entirety by reference to the full text of the JV LLC Agreement and Note, a copies of which is filed as Exhibits 10.1 and 10.2 hereto and incorporated herein by reference. 

Item 3.02  Recent Sale of Unregistered Securities

See disclosure from Item 1.01 above which is incorporated herein by reference.   The shares referenced in Item 1.01, when issued, will be issued based on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 8.01     Other Events 

On March 15, 2021, we issued a press release titled “INVO Bioscience Signs Agreement to Open First Joint Venture INVOcell Clinic in the United States”  A copy of the press release is filed hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01      Financial Statements and Exhibits

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.