NAYA Biosciences Inc美股招股说明书(2025-01-14版)

2,611,600 Units consisting of One Share of Common Stock to Purchase One Share of Common Stock and OneWarrant to Purchase One Share of Common Stock 11,003,571 Units consisting ofOne Pre-Funded Warrant to Purchase One Share of Common Stock and OneWarrant to Purchase One Share of Common Stock 11,003,571Shares of Common Stock Underlying the Pre-Funded Warrants 13,615,171Shares of Common Stock Underlying the Warrants 746,357 Shares of Common Stock Underlying the Placement Agent Warrants This prospectus relates to the sale by NAYA Biosciences, Inc., formerly known as INVO Bioscience, Inc. (the“Company”, “NAYA”, “we”, “us,” or “our”) of an aggregate 13,615,171 units (“Units”), each consisting of oneshare of common stock, par value $0.0001 per share (the “Common Stock”) or Pre-Funded Warrants as describedbelow, and one warrant, to purchase one share of our Common Stock at an assumed public offering price of $0.70per Unit. The warrants are exercisable from and after the date of their issuance and expire on the five yearanniversary of such date, at an exercise price of $0.70 per share of Common Stock, which is equal to 100% of thepublic offering price per Unit in this offering. We are also offering to each purchaser whose purchase of Units in this offering would otherwise result in thepurchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at theelectionof the holder,9.99%)of our outstanding shares of Common Stock immediately following theconsummation of this offering, the opportunity to purchase, if the purchaser so chooses, Units each consisting of onepre-funded warrant to purchase one share of Common Stock (“Pre-Funded Warrants”) (in lieu of one share ofCommon Stock) and one warrant. The Pre-Funded Warrant will be exercisable for one share of Common Stock. Thepurchase price of a Unit that includes a Pre-Funded Warrant will equal the price per Unit that includes a share ofCommon Stock, minus $0.0001, and the exercise price of the Pre-Funded Warrant will be $0.0001 per share. The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The shares ofCommon Stock (or Pre-Funded Warrants) and the warrants comprising the Units are immediately separable and willbe issued separately in this offering. Our Common Stock is currently trading on the Nasdaq Capital Market (“Nasdaq”) under the symbol “NAYA” Thelast reported sale price for our Common Stock as reported on Nasdaq on January 13, 2025 was $0.50 per share. Wedo not intend to apply to list any Pre-Funded Warrants or the warrants on Nasdaq or any other national securitiesexchange or other nationally recognized trading system. Without an active trading market, the liquidity of any Pre-Funded Warrants and the warrants will be limited. The public offering price Unit was determined between us, Maxim Group LLC (“Maxim”), our lead placementagent (the “Lead Placement Agent” and, together with Brookline Capital Markets, a division of Arcadia Securities,LLC, the “Placement Agents”), and investors based on market conditions at the time of pricing. The Units wereoffered at a fixed price and are expected to be issued in a single closing. There is no minimum number of Units orminimum aggregate amount of proceeds for this offering to close. We expect this offering to be completed not laterthan two business days following the commencement of this offering and we will deliver all securities to be issuedin connection with this offering by delivery versus payment upon receipt of investor funds. Accordingly, neither wenor the Lead Placement Agent have made any arrangements to place investor funds in an escrow account or trustaccount since the Lead Placement Agent will not receive investor funds in connection with the sale of the Unitsoffered hereunder. We have engaged the Placement Agents to use its reasonable best efforts to solicit offers to purchase our securitiesin this offering. The Placement Agents will not purchase or sell any of the securities we are offering and will not berequired to arrange for the purchase or sale of any specific number or dollar amount of the securities. Because thereis no minimum offering amount required as a condition to closing in this offering, the actual offering amount, thePlacement Agents’ fee and proceeds to us, if any, are not presently determinable and may be substantially less thanthe total maximum offering amounts described throughout this prospectus. We have agreed to pay the PlacementAgents the Placement Agent fees set forth in the table below and to provide certain other compensation to thePlacement Agents. See “Plan of Distribution” for more information regarding these arrangements. Investing in our securities is highly speculative and involves a high degree of risk. You should carefullyconsider the risks and uncertainties described under the heading “Risk Factors” beginning on page 5 of thisprospectus before making a decision to purchase