INVO Bioscience, Inc. Sample Contracts

COMMON STOCK PURCHASE WARRANT INVO BIOSCIENCE, INC.
Common Stock Purchase Warrant • April 1st, 2024 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus • California

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, TRITON FUNDS LP or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after March 27, 2024 (the “Issue Date”) and on or prior to 5:00 p.m. (New York City time) on March 27, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from INVO BIOSCIENCE, INC., a Delaware corporation (the “Company”), up to 1,000,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 8th, 2023 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 4, 2023, between INVO Bioscience, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WARRANT
Security Agreement • May 15th, 2020 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus • Nevada

THIS WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after May ___, 2020 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from INVO Bioscience, Inc., a Nevada corporation (the “Company”), up to ______ shares of Common Stock (“Warrant Shares”) having an expiration date five years after the date of issuance. The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

INVO BIOSCIENCE, INC. (a Nevada corporation) 3,625,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • November 13th, 2020 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus • California
WARRANT INVO BIOSCIENCE, INC.
Warrant Agreement • July 13th, 2023 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus • New York

THIS WARRANT (the “Warrant”) certifies that, for value received, JAG MULTI INVESTMENTS LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after July 10, 2023 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Issuance Date set forth above (the “Termination Date”) but not thereafter, to subscribe for and purchase from INVO Bioscience, Inc., a Nevada corporation (the “Company”), up to 150,000 shares of Common Stock (“Warrant Shares”) having an expiration date on the Termination Date. The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

PRE- FUNDED COMMON STOCK PURCHASE WARRANT INVO BIOSCIENCE, INC.
Pre-Funded Common Stock Purchase Warrant • July 31st, 2023 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______________________________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from INVO Bioscience, Inc., a Nevada corporation (the “Company”), up to _______________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 9th, 2023 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 3, 2023, is entered into by and between INVO BIOSCIENCE, INC., a Nevada corporation (the “Company”), and PEAK ONE OPPORTUNITY FUND, L.P., a Delaware limited partnership (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the equity purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

COMMON STOCK PURCHASE WARRANT INVO BIOSCIENCE, INC.
Security Agreement • February 23rd, 2023 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus • Delaware

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $200,000.00 convertible debenture to the Holder (as defined below) on or around the Issuance Date (the “Debenture”)), FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from INVO BIOSCIENCE, INC., a Nevada corporation (the “Company”), 100,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated February 17

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 28th, 2023 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 23, 2023, between INVO Bioscience, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

EQUITY PURCHASE AGREEMENT
Equity Purchase Agreement • February 9th, 2023 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus • Nevada

This equity purchase agreement is entered into as of February 3, 2023 (this “Agreement”), by and between INVO Bioscience, Inc., a Nevada corporation (the “Company”), and Peak One Opportunity Fund, L.P., a Delaware limited partnership (the “Investor”, and collectively with the Company, the “Parties”).

COMMON STOCK PURCHASE WARRANT INVO BIOSCIENCE, INC.
Security Agreement • April 11th, 2024 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the promissory note in the principal amount of $275,000.00 to the Holder (as defined below) of even date) (the “Note”), FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from INVO BIOSCIENCE, INC., a Nevada corporation (the “Company”), 229,167 shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated April 5, 2024, by and among the

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 23rd, 2023 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 17, 2023, is entered into by and between INVO BIOSCIENCE, INC., a Nevada corporation, (the “Company”) and FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (the “Buyer”).

WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • August 8th, 2023 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus

WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) dated as of August 8, 2023 (the “Issuance Date”) between INVO Bioscience, Inc.., a company incorporated under the laws of the State of Nevada (the “Company”), and Transfer Online, Inc. (the “Warrant Agent”).

RESERVE EQUITY FINANCING AGREEMENT
Reserve Equity Financing Agreement • November 3rd, 2009 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus • New York

THIS AGREEMENT dated as of the 28 day of October, 2009 (the “Agreement”) between AGS Capital Group, LLC a New York limited liability corporation (the “Investor”), and INVO Bioscience, Inc., a corporation organized and existing under the laws of the State of Nevada (the “Company”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 5th, 2021 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of September 30, 2021, and is between INVO Bioscience, Inc, a corporation incorporated under the laws of the state of Nevada (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

SENIOR SECURED CONVERTIBLE DEBENTURE DUE December 11, 2025
Convertible Security Agreement • October 15th, 2024 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus • New York

THIS SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Senior Secured Convertible Debentures of INVO Bioscience, Inc., a Nevada corporation (the “Company”), having its principal place of business at 5582 Broadcast Court, Sarasota, FL 34240, designated as its Senior Secured Convertible Debenture due December 11, 2025 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 11th, 2024 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus • Delaware

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 5, 2024, by and between INVO BIOSCIENCE, INC., a Nevada corporation, with headquarters located at 5582 Broadcast Court, Sarasota, FL 34240 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite 190, New York, NY 10022 (the “Buyer”).

August 4, 2023 INVO Bioscience, Inc.
Placement Agent Agreement • August 8th, 2023 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 23rd, 2023 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus • New York

THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 17, 2023 (this “Agreement”), by and among INVO Bioscience, Inc., a Nevada corporation (the “Company”), and the investors identified on the signature page hereto (each an “Investor” and collectively “Investors”).

PURCHASE AGREEMENT
Purchase Agreement • April 1st, 2024 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus • California

PURCHASE AGREEMENT (the “Agreement”), dated as of March 27, 2024, by and between INVO BIOSCIENCE, INC., a Delaware corporation (the “Company”), and TRITON FUNDS LP, a Delaware limited partnership (the “Investor”).

CEDAR ADVANCE LLC
Standard Merchant Cash Advance Agreement • September 1st, 2023 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus • Florida

This is an Agreement dated 08/31/2023 by and between CEDAR ADVANCE LLC (“CEDAR”), inclusive of its successors and assigns, and each merchant listed below (“Merchant”).

SECURITY AGREEMENT
Security Agreement • May 15th, 2020 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus • Nevada

This SECURITY AGREEMENT, dated as of May __, 2020 (this “Agreement”) is entered into by and among INVO Bioscience, Inc., a Nevada corporation (“Obligor”), and the holders of the Notes (as defined below) (collectively, the “Secured Parties”) under the Purchase Agreement (defined below).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 3rd, 2009 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 28, 2009, by and between INVO Bioscience, Inc., a Nevada corporation (the “Company”), and AGS Capital Group, LLC, (the Investor”).

INVO Bioscience, Inc.
Placement Agent Agreement • October 5th, 2021 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus • New York
REVENUE LOAN AND SECURITY AGREEMENT
Revenue Loan and Security Agreement • October 5th, 2023 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus

THIS REVENUE LOAN AND SECURITY AGREEMENT (as amended from time to time, this “Agreement”) is made as of September 29, 2023 (the “Effective Date”), by and among:

INVO Bioscience Inc. Distribution Agreement
Distribution Agreement • December 8th, 2020 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus • Florida

THIS AGREEMENT is made this 2nd day of December 2020, (the “Commencement Date”) between INVO Bioscience Inc., a corporation organized and existing under the laws of Nevada with a registered office at 5582 Broadcast Court, Sarasota, FL 34240 USA (“INVO”) and Tasnim Behboud Arman, a medical distribution company with an address of Unit 6, No. 78, Karimi St. Mousivand St., Shariati St. Tehran, IRAN, (“DISTRIBUTOR”). INVO and DISTRIBUTOR may be referred to herein individually as a “Party” and collectively as the “Parties.”

SUBORDINATION AGREEMENT
Subordination Agreement • October 1st, 2024 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus

The Subordinating Creditor intends to made certain credit available to Debtor pursuant to a Standard Merchant Cash Advance Agreement dated as of September 20, 2024 (the “MCA Agreement”), between the Debtor and Subordinating Creditor.

Contract
Secured Convertible Promissory Note • June 26th, 2020 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus • Nevada

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER SAID ACT.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 23rd, 2023 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 17, 2023, by and among INVO Bioscience, Inc., a Nevada corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).

Employment Agreement
Employment Agreement • April 15th, 2009 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus • Massachusetts

EMPLOYMENT AGREEMENT (“Agreement”), dated as of February 1, 2008 (the "Effective Date") is by and between BioXcell Incorporated, a Massachusetts corporation with offices at 100 Cummings Center, Beverly, Massachusetts 01915 (the "Company"), and Dr. Claude Ranoux, residing at 8 Chestnut Street, Winchester, MA 01890 (“Executive”).

September 24, 2009 INVO Bioscience, Inc. Suite 421E Beverly, MA 01915 Attention: Ms. Kathleen T. Karloff,
Placement Agent Agreement • November 3rd, 2009 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus • New York

The purpose of this agreement (the “Agreement”) is to set forth the terms and conditions pursuant to which Gilford Securities, Inc. (“Gilford”) shall act as non-exclusive placement agent for INVO Bioscience, Inc (the “Company”) in connection with a proposed Reserve Equity Financing of securities (the “Securities”) by AGS Capital Group, LLC (“AGS”). The gross proceeds from the proposed offering are to be up to $10,000,000. The terms of such Reserve Equity Financing and the Securities to be issued shall be mutually agreed upon by the Company and the investor(s) and set forth in definitive documentation based on the terms set forth in a Confidential Reserve Equity Financing Term Sheet to be executed by the parties.

PLACEMENT AGENT WARRANT INVO BIOSCIENCE, INC.
Placement Agent Agreement • August 8th, 2023 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus

THIS PLACEMENT AGENT WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, Maxim Partners LLC, or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the later of (i) January 30, 2024 and (ii) the Capital Increase Date (as hereinafter defined) (the “Initial Exercise Date”) and prior to 5:00 p.m. (New York time) on August 8, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from INVO BIOSCIENCE, INC., a Nevada corporation (the “Company”), 110,600 shares of common stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

TERMINATION AGREEMENT
Termination Agreement • May 15th, 2023 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus

This TERMINATION AGREEMENT (this “Agreement”) is dated May 10, 2023, by and between INVO Bioscience, Inc., a Nevada corporation (“INVO”), and Lyfe Medical I, LLC, a Delaware limited liability company (“Lyfe”). Each of INVO and Lyfe are sometimes referred to herein individually, as a “Party” and, together as the “Parties.”

PAYOFF COMMITMENT AGREEMENT AND CONFESSION OF JUDGMENT
Payoff Commitment Agreement • July 7th, 2023 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus
AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 7th, 2023 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus

This AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of July 7, 2023 by and among INVO Bioscience, Inc., a Nevada corporation (the “Company”) and Armistice Capital Master Fund Ltd. (“Purchaser”).

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