Amendment to Quarterly Report Form 10 Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission File Number: 001-39701

NAYA Biosciences, Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada		20-4036208
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5582 Broadcast Court
Sarasota, FL		34240
(Address of principal executive offices)		(Zip Code)

(978) 878-9505

(Registrant's telephone number, including area code)

INVO Bioscience, Inc.

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		NAYA		The NasdaqStock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer☒		Smaller reporting company ☒		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 19, 2024, the Registrant had 4,935,728shares of common stock outstanding.

Explanatory Note

This Amendment No. 1 to Form 10-Q (this "Amendment" or "Amendment No. 1") amends the Quarterly Report on Form 10-Q for the period ended June 30, 2024 originally filed on August 14, 2024 (the "Original Filing") by NAYA Biosciences, Inc., a Nevada corporation formerly known as INVO Bioscience, Inc. ("NAYA," the" Company," "we," or "us"). We are filing this Amendment to restate our financial statements as of and for the periods ending March 31, 2024 and June 30, 2024 (collectively, the "Previous Financial Statements"). The Previous Financial Statements are restated to correct the discount rates for the valuation of the right of use asset and corresponding lease liability. Previously the Company had incorrectly used the applicable federal rate rather than the Company's incremental borrowing rate.

● Part I - Item 1 - Financial Information of our Original Filing has been amended; and

● Part II - Item 4 - Controls and Procedures

This Amendment has been signed as of a current date and all certifications of our Chief Executive Officer and Chief Financial Officer are given as of a current date. Accordingly, this Amendment should be read in conjunction with our filings made with the Securities and Exchange Commission subsequent to the filing of the Original Filing.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA

This Quarterly Report on Form 10-Q contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These statements may be identified by such forward-looking terminology as "may," "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continue," or the negative of these terms or other comparable terminology. Our forward-looking statements are based on a series of expectations, assumptions, estimates, and projections about our company, are not guarantees of future results or performance, and involve substantial risks and uncertainty. We may not actually achieve the plans, intentions, or expectations disclosed in these forward-looking statements. Actual results or events could differ materially from the plans, intentions, and expectations disclosed in these forward-looking statements. Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including the risks and uncertainties inherent in our statements regarding the following:

●	our business strategies;
●	the timing of regulatory submissions;
●	our ability to obtain and maintain regulatory approval of our existing product candidates and any other product candidates we may develop, and the labeling under any approval we may obtain;
●	risks relating to the timing and costs of clinical trials and the timing and costs of other expenses;
●	risks related to market acceptance of products;
●	the ultimate impact of a health epidemic on our business, our clinical trials, our research programs, healthcare systems or the global economy as a whole;
●	intellectual property risks;
●	risks associated with our reliance on third-party organizations;
●	our competitive position;
●	our industry environment;
●	our anticipated financial and operating results, including anticipated sources of revenues;
●	assumptions regarding the size of the available market, benefits of our products, product pricing and timing of product launches;
●	management's expectation with respect to future acquisitions, including, without limitation, the acquistion of NAYA Therapeutics, Inc. ("Legacy NAYA");
●	statements regarding our goals, intentions, plans, and expectations, including the introduction of new products and markets; and
●	our cash needs and financing plans.

All of our forward-looking statements are as of the date of this Quarterly Report on Form 10-Q only. In each case, actual results may differ materially from such forward-looking information. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties referred to in this Quarterly Report on Form 10-Q or included in our other public disclosures or our other periodic reports or other documents or filings filed with or furnished to the U.S. Securities and Exchange Commission (the "SEC") could materially and adversely affect our business, prospects, financial condition and results of operations. Except as required by law, we do not undertake or plan to update or revise any such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates, or projections or other circumstances affecting such forward-looking statements occurring after the date of this Quarterly Report on Form 10-Q, even if such results, changes, or circumstances make it clear that any forward-looking information will not be realized. Any public statements or disclosures by us following this Quarterly Report on Form 10-Q that modify or impact any of the forward-looking statements contained in this Quarterly Report on Form 10-Q will be deemed to modify or supersede such statements in this Quarterly Report on Form 10-Q.

This Quarterly Report on Form 10-Q may include market data and certain industry data and forecasts, which we may obtain from internal company surveys, market research, consultant surveys, publicly available information, reports of governmental agencies, and industry publications, articles, and surveys. Industry surveys, publications, consultant surveys, and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. While we believe that such studies and publications are reliable, we have not independently verified market and industry data from third-party sources.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NAYA BIOSCIENCES, INC. (FORMER NAME: INVO BIOSCIENCE, INC.)

CONSOLIDATED BALANCE SHEETS

		June 30,			December 31,
		2024 (Restated)			2023 (Restated)
			(unaudited)				(audited)
ASSETS
Current assets
Cash		$	942,934			$	232,424
Accounts receivable			257,210				140,550
Inventory			250,066				264,507
Prepaid expenses and other current assets			945,853				622,294
Total current assets			2,396,063				1,259,775
Property and equipment, net			441,365				826,418
Lease right of use			2,337,405				3,359,058
Intangible assets, net			3,684,681				4,093,431
Goodwill			5,878,986				5,878,986
Equity investments			844,198				916,248
Investment in Legacy NAYA			2,172,000				2,172,000
Total assets		$	17,754,698			$	18,505,916
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities		$	2,378,099			$	2,330,381
Accrued compensation			646,838				722,251
Notes payable - current portion, net			580,086				629,920
Notes payable - related parties, net			880,000				880,000
Deferred revenue			416,745				408,769
Lease liability, current portion			200,307				181,574
Additional payments for acquisition, current portion			2,500,000				2,500,000
Other current liabilities			350,000				350,000
Total current liabilities			7,952,075				8,002,895
Notes payable, net of current portion			1,172,902				1,253,997
Lease liability, net of current portion			2,266,205				3,356,199
Additional payments for acquisition, net of current portion			5,000,000				5,000,000
Total liabilities			16,391,182				17,613,091
Stockholders' equity
Series A Preferred Stock, $5.00par value; 1,000,000shares authorized; 301,280and 0issued and outstanding as of June 30, 2024 and December 31, 2023, respectively			1,506,404				-
Series B Preferred Stock, $5.00par value; 1,200,000shares authorized; 1,200,000and 1,200,000issued and outstanding as of June 30, 2024 and December 31, 2023, respectively			6,000,000				6,000,000
Common Stock, $.0001par value; 50,000,000shares authorized; 3,864,072and 2,492,531issued and outstanding as of June 30, 2024 and December 31, 2023, respectively			386				249
Additional paid-in capital			55,767,189				52,710,721
Accumulated deficit			(61,910,463	)			(57,818,145	)
Total stockholders' equity			1,363,516				892,825
Total liabilities and stockholders' equity		$	17,754,698			$	18,505,916

The accompanying notes are an integral part of these consolidated financial statements.

NAYA BIOSCIENCES, INC. (FORMER NAME: INVO BIOSCIENCE, INC.)

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

		For the Three Months			For the Six Months
		Ended June 30,			Ended June 30,
		2024			2023			2024			2023
Revenue:
Clinic revenue		$	1,807,921			$	254,364			$	3,345,120			$	551,745
Product revenue			28,676				61,538				67,763				112,182
Total revenue			1,836,597				315,902				3,412,883				663,927
Operating expenses
Cost of revenue			861,648				235,714				1,711,882				466,719
Selling, general and administrative expenses			2,647,524				2,042,609				4,088,110				4,373,443
Research and development expenses			-				83,850				4,880				157,370
Depreciation and amortization			230,338				19,705				457,298				38,792
Total operating expenses			3,739,510				2,381,879				6,262,170				5,036,324
Loss from operations			(1,902,913	)			(2,065,977	)			(2,849,287	)			(4,372,397	)
Other income (expense):
Gain (loss) from equity method joint ventures			17,846				3,788				17,950				(23,947	)
Gain (loss) on disposal of fixed assets			50,000				-				(511,663	)			-
Gain on lease termination			-				-				94,551				-
Loss on debt extinguishment			(40,491	)			-				(40,491	)			-
Interest expense			(369,612	)			(175,192	)			(550,907	)			(391,781	)
Foreign currency exchange loss			-				(265	)			-				(400	)
Total other income (expense)			(342,257	)			(171,669	)			(990,560	)			(416,128	)
Net loss before income taxes			(2,245,170	)			(2,237,646	)			(3,839,847	)			(4,788,525	)
Income taxes			-				2,865				1,836				2,865
Net loss		$	(2,245,170	)		$	(2,240,511	)		$	(3,841,683	)		$	(4,791,390	)
Net loss per common share:
Basic		$	(0.62	)		$	(3.06	)		$	(1.25	)		$	(7.07	)
Diluted		$	(0.62	)		$	(3.06	)		$	(1.25	)		$	(7.07	)
Weighted average number of common shares outstanding:
Basic			3,609,812				732,255				3,072,877				677,684
Diluted			3,609,812				732,255				3,072,877				677,684

The accompanying notes are an integral part of these consolidated financial statements.

NAYA BIOSCIENCES, INC. (FORMER NAME: INVO BIOSCIENCE, INC.)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

(UNAUDITED)

		Common Stock			Series A Preferred Stock			Series B Preferred Stock			Additional Paid-in			Accumulated
		Shares			Amount			Shares			Amount			Shares			Amount			Capital			Deficit			Total
Balances, December 31, 2022			608,611			$	61				-			$	-				-			$	-			$	48,805,860			$	(49,783,533	)		$	(977,612	)
Common stock issued to directors and employees			3,490				-				-				-				-				-				46,503				-				46,503
Common stock issued for services			13,000				1				-				-				-				-				149,899				-				149,900
Proceeds from the sale of common stock, net of fees and expenses			69,000				7				-				-				-				-				2,708,635				-				2,708,642
Common stock issued with notes payable			4,167				-				-				-				-				-				56,313				-				56,313
Options exercised for cash			297				-				-				-				-				-				2,376				-				2,376
Stock options issued to directors and employees as compensation			-				-				-				-				-				-				325,834				-				325,834
Warrants issued with notes payable			-				-				-				-				-				-				327,389				-				327,389
Net Loss			-				-				-				-				-				-				-				(2,550,879	)			(2,550,879	)
Balances, March 31, 2023			698,565			$	69				-			$	-				-			$	-			$	52,422,809			$	(52,334,412	)		$	88,466
Common stock issued to directors and employees			504				-				-				-				-				-				5,062				-				5,062
Common stock issued for services			12,817				2				-				-				-				-				94,274				-				94,276
Proceeds from the sale of common stock, net of fees and expenses			115,000				12				-				-				-				-				20,285				-				20,297
Stock options issued to directors and employees			-				-				-				-				-				-				326,916				-				326,916
Net Loss			-				-				-				-				-				-				-				(2,240,511	)			(2,240,511	)
Balances, June 30, 2023			826,886			$	83				-			$	-				-			$	-			$	52,869,346			$	(54,574,923	)		$	(1,705,494	)
Balances, December 31, 2023			2,492,531			$	249				-			$	-				1,200,000			$	6,000,000			$	52,710,721			$	(57,818,145	)		$	892,825
Common stock issued to directors and/or employees			-				-				-				-				-				-				92				-				92
Common stock issued for services			125,500				13				-				-				-				-				142,437				-				142,450
Preferred stock issued			-				-				100,000				500,000				-				-				-				-				500,000
Stock options issued to directors and employees as compensation			-				-				-				-				-				-				71,301				-				71,301
Net loss			-				-				-				-				-				-				-				(1,596,513	)			(1,596,513	)
Balances, March 31 2024			2,618,031			$	262				100,000			$	500,000				1,200,000			$	6,000,000			$	52,924,551			$	(59,414,658	)		$	10,155
Common stock issued to directors and/or employees			-				-				-				-				-				-				61				-				61
Common stock issued for services			69,155				6				-				-				-				-				59,992				-				59,998
Preferred stock issued			-				-				201,280				1,006,404				-				-				-				-				1,006,404
Proceeds from the sale of common stock, net of fees and expenses			260,000				26				-				-				-				-				165,105				-				165,131
Warrants issued with notes payable			-				-				-				-				-				-				188,755				-				188,755
Convertible note modification/extinguishment			-				-				-				-				-				-				40,491				-				40,491
Warrants issued for services																											971,012								971,012
Debt conversion			109,886				11				-				-				-				-				197,022				-				197,033
Warrant exercise			807,000				81				-				-				-				-				900,530				-				900,611
Stock options issued to directors and employees as compensation			-				-				-				-				-				-				69,035				-				69,035
Deemed dividend			-				-				-				-				-				-				250,635				(250,635	)			-
Net loss			-				-				-				-				-				-				-				(2,245,170	)			(2,245,170	)
Balances, June 30, 2024			3,864,072			$	386				301,280			$	1,506,404				1,200,000			$	6,000,000			$	55,767,189			$	(61,910,463	)		$	1,363,516

The accompanying notes are an integral part of these consolidated financial statements.

NAYA BIOSCIENCES, INC. (FORMER NAME: INVO BIOSCIENCE, INC.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

		For the Six Months Ended
		June 30,
		2024			2023 (Restated)
Cash flows from operating activities:
Net loss		$	(3,841,683	)		$	(4,791,390	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock compensation issued for services			1,173,460				244,176
Stock compensation issued to directors and employees			153				51,565
Fair value of stock options issued to employees			140,336				652,750
Non-cash compensation for services			90,000				90,000
Amortization of discount on notes payable			349,010				301,098
Loss (gain) from equity method investment			(17,950	)			23,947
Loss from debt extinguishment			40,491				-
Loss from disposal of assets			511,663				-
Gain on lease termination			(94,551	)			-
Depreciation and amortization			457,298				38,792
Changes in assets and liabilities:
Accounts receivable			(116,660	)			2,241
Inventory			14,441				(16,416	)
Prepaid expenses and other current assets			(469,479	)			(184,513	)
Accounts payable and accrued expenses			35,435				432,654
Accrued compensation			(75,413	)			256,158
Deferred revenue			7,976				41,311
Leasehold liability			10,080				1,829
Accrued interest			69,179				62,938
Net cash used in operating activities			(1,716,214	)			(2,792,860	)
Cash from investing activities:
Payments to acquire property, plant, and equipment			(104,829	)			(261,505	)
Proceeds from sale of fixed assets			75,590				-
Investment in joint ventures			-				(8,447	)
Net cash used in investing activities			(29,239	)			(269,952	)
Cash from financing activities:
Proceeds from the sale of notes payable			442,500				714,000
Proceeds from the sale of common stock, net of offering costs			165,131				2,728,938
Proceeds from sale of preferred stock			1,506,404				-
Proceeds from warrant exercise			900,611				-
Proceeds from option exercise			-				2,375
Principal payments on note payable			(558,683	)			(360,151	)
Net cash provided by financing activities			2,455,963				3,085,162
Increase (decrease) in cash and cash equivalents			710,510				22,350
Cash and cash equivalents at beginning of period			232,424				90,135
Cash and cash equivalents at end of period		$	942,934			$	112,485
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest		$	108,513			$	5,720
Noncash activities:
Common stock issued upon conversion notes payable and accrued interest		$	197,033			$	-
Fair value of warrants issued with debt			188,755				327,390
Deemed dividend			250,635				-
Fair value of shares issued upon the conversion of debt			-				197,033
Initial ROU asset and lease liability			-				922,520

The accompanying notes are an integral part of these consolidated financial statements.

NAYA BIOSCIENCES, INC. (FORMER NAME: INVO BIOSCIENCE, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(UNAUDITED)

Note 1 - Summary of Significant Accounting Policies

Description of Business

NAYA Biosciences, Inc. a Nevada corporation formerly known as INVO Bioscience, Inc. ("NAYA" or the "Company") is a healthcare services company dedicated to expanding access to fertility care around the world. The Company's commercial strategy is primarily focused on operating fertility-focused clinics, which include the opening of "INVO Centers" dedicated primarily to offering the intravaginal culture ("IVC") procedure enabled by its INVOcell® medical device ("INVOcell") and the acquisition of US-based, profitable in vitro fertilization ("IVF") clinics. The Company has two operational INVO Centers in the United States and completed its first IVF clinic acquisition in August 2023. The Company also continues to engage in the sale and distribution of its INVOcell technology solution into existing independently owned and operated fertility clinics.

Basis of Presentation

The accompanying consolidated financial statements present on a consolidated basis the accounts of the Company and its wholly owned subsidiaries and controlled affiliates. The Company presents noncontrolling interest within the equity section of its consolidated balance sheets and the amount of consolidated net income (loss) that is attributable to the Company and to the noncontrolling interest in its consolidated statement of operations. All significant intercompany accounts and transactions have been eliminated in consolidation.

The Company uses the equity method of accounting when it owns an interest in an entity whereby it can exert significant influence over but cannot control the entity's operations.

The preparation of the Company's consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.

The Company considers events or transactions that have occurred after the consolidated balance sheet date of June 30, 2024, but prior to the filing of the consolidated financial statements with the SEC in this Quarterly Report on Form 10-Q, to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure, as applicable. Subsequent events have been evaluated through the date of the filing of this Quarterly Report on Form 10-Q.

Reclassifications

Certain amounts in the consolidated financial statements for the prior year have been reclassified to conform to the current year presentation. These reclassifications had no impact on net earnings, financial position, or cash flows.

Business Segments

The Company operates in onesegment and therefore segment information is not presented.

Business Acquisitions

The Company accounts for all business acquisitions at fair value and expenses acquisition costs as they are incurred. Any identifiable assets acquired and liabilities assumed are recognized and measured at their respective fair values on the acquisition date. If information about facts and circumstances existing as of the acquisition date is incomplete at the end of the reporting period in which a business acquisition occurs, the Company will report provisional amounts for the items for which the accounting is incomplete. The measurement period ends once the Company receives sufficient information to finalize the fair values; however, the period will not exceed one year from the acquisition date. Any adjustments to provisional amounts that are identified during the measurement period are recognized in the reporting period in which the adjustment amounts are determined.

Variable Interest Entities

The Company's consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and variable interest entities ("VIE"), where the Company is the primary beneficiary under the provisions of ASC 810, Consolidation ("ASC 810"). A VIE must be consolidated by its primary beneficiary when, along with its affiliates and agents, the primary beneficiary has both (i) the power to direct the activities that most significantly impact the VIE's economic performance, and (ii) the obligation to absorb losses or the right to receive the benefits of the VIE that could potentially be significant to the VIE. The Company reconsiders whether an entity is still a VIE only upon certain triggering events and continually assesses its consolidated VIEs to determine if it continues to be the primary beneficiary. See "Note 3 - Variable Interest Entities" for additional information on the Company's VIEs.

Equity Method Investments

Investments in unconsolidated affiliates, over which the Company exerts significant influence but does not control or otherwise consolidate, are accounted for using the equity method. Equity method investments are initially recorded at cost. These investments are included in investment in joint ventures in the accompanying consolidated balance sheets. The Company's share of the profits and losses from these investments is reported in loss from equity method joint venture in the accompanying consolidated statements of operations. The Company monitors its investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating performance of the investees and records reductions in carrying values when necessary.

Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.

Cash and Cash Equivalents

For financial statement presentation purposes, the Company considers time deposits, certificates of deposit, and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. At times, cash and cash equivalents balances exceed amounts insured by the Federal Deposit Insurance Corporation.

Inventory

Inventories consist of raw materials, work in process and finished goods and are stated at the lower of cost or net realizable value, using the first-in, first-out method as a cost flow method.

Property and Equipment

The Company records property and equipment at cost. Property and equipment are depreciated using the straight-line method over the estimated economic lives of the assets, which are from 3to 10years. The Company capitalizes the expenditures for major renewals and improvements that extend the useful lives of property and equipment. Expenditures for maintenance and repairs are charged to expense as incurred. The Company reviews the carrying value of long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of long-lived assets is measured by a comparison of their carrying amounts to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value.

Long- Lived Assets

Long-lived assets and certain identifiable assets related to those assets are periodically reviewed for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recoverable. If the non-discounted future cash flows of the asset are less than their carrying amount, their carrying amounts are reduced to fair value and an impairment loss recognized. There was noimpairment recorded during the six months ended June 30, 2024, and 2023.

Fair Value of Financial Instruments

ASC 825-10-50, "Disclosures about Fair Value of Financial Instruments," requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments.

Effective January 1, 2008, the Company adopted ASC 820-10, "Fair Value Measurements", which provides a framework for measuring fair value under GAAP. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs.

Income Taxes

The Company is subject to income taxes in the United States and its domestic tax liabilities are subject to the allocation of expenses in multiple state jurisdictions. The Company uses the asset and liability method to account for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The recoverability of deferred tax assets is evaluated by assessing the adequacy of future expected taxable income from all sources, including taxable income in prior carryback years, reversal of taxable temporary differences, forecasted operating earnings, and available tax planning strategies. To the extent the Company does not consider it more-likely-than-not that a deferred tax asset will be recovered, a valuation allowance is established.

Concentration of Credit Risk

Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Corporation ("FDIC") limits. As of June 30, 2024, the Company had cash balances in excess of FDIC limits.

Revenue Recognition

The Company recognizes revenue on arrangements in accordance with ASC 606, Revenue from Contracts with Customers ("ASC 606"). The core principle of ASC 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services ASC 606 requires companies to assess their contracts to determine the timing and amount of revenue to recognize under the new revenue standard. The model has a five-step approach:

1.	Identify the contract with the customer.
2.	Identify the performance obligations in the contract.
3.	Determine the total transaction price.
4.	Allocate the total transaction price to each performance obligation in the contract.
5.	Recognize as revenue when (or as) each performance obligation is satisfied.

Revenue generated from the sale of INVOcell is typically recognized at the time the product is shipped, at which time the title passes to the customer, and there are no further performance obligations.

Revenue generated from clinical and lab services related at the Company's affiliated INVO Centers is typically recognized at the time the service is performed.

Stock Based Compensation

The Company accounts for stock-based compensation under the provisions of Accounting Standards Codification ("ASC") subtopic 718-10, Compensation ("ASC 718-10"). This statement requires the Company to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost is recognized over the period in which the employee is required to provide service or based on performance goals in exchange for the award, which is usually the vesting period.

Loss Per Share

Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding. Diluted earnings per share are computed similarly to basic earnings per share except that the denominator is increased to include potentially dilutive securities. The Company's diluted loss per share is the same as the basic loss per share for the three months ended June 30, 2024, and 2023, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.

		Three Months Ended June 30,			Six Months Ended June 30,
		2024			2023			2024			2023
Net loss (numerator)		$	(2,245,170	)			(2,240,511	)			(3,841,683	)			(4,791,390	)
Basic and diluted weighted-average number of common shares outstanding (denominator)			3,609,812				732,255				3,072,877				677,684
Basic and diluted net loss per common share			(0.62	)			(3.06	)			(1.25	)			(7.07	)

The Company has excluded the following dilutive securities from the calculation of fully diluted shares outstanding because the result would have been anti-dilutive:

		As of June 30,
		2024			2023
Options			97,992				121,255
Convertible notes and interest			532,289				55,120
Preferred stock			1,884,727				-
Warrants and unit purchase options			4,131,081				348,151
Total			6,646,089				524,526

Recently Adopted Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements, and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations.

Note 2 - Restatement of Previously Issued Unaudited Interim Consolidated Financial Statements

As a result of an internal review, the Company identified errors related to its borrowing rate for lease accounting in its previously issued (i) consolidated financial statements as of and for the years ended December 31, 2021, December 31, 2022, and December 31, 2023 included in its Annual Reports on Form 10-K for the years ended December 31, 2021, December 31, 2022, and December 31, 2023 (the "Annual Periods") and (ii) unaudited condensed consolidated financial statements for the quarters ended June 30, 2021 through June 30, 2024 included in its Quarterly Reports on Form 10-Q for the periods ended March 31, 2022, June 30, 2022, September 30, 2022, March 31, 2023, June 30, 2023, September 30, 2023, March 31, 2024, and June 30, 2024 (the "Interim Periods", which, together with the Annual Periods, the "Affected Periods").

The review was prompted by the Company's receipt of comments issued by the staff of the SEC upon its review of the Company's annual and quarterly reports. After review of the staff's comments, discussions with the staff, and investigation and further analysis, the Company determined that it had made an error in the application of generally accepted accounting principles by incorrectly utilizing the applicable federal rates as the discount rates for the valuation of the ROU asset and corresponding lease liability, rather than the Company's incremental borrowing rates.

The Company evaluated the materiality of these misstatements both qualitatively and quantitatively in accordance with Staff Accounting Bulletin ("SAB") No. 99, Materiality, and SAB No. 108, Considering the Effects of Prior Year Misstatements in Current Year Financial Statements, and determined the effect of correcting these misstatements was material to the Affected Periods. As a result of the material misstatements, the Company has restated its consolidated financial statements for the Affected Periods in accordance with ASC 250, Accounting Changes and Error Corrections (the "Restated Consolidated Financial Statements").

A reconciliation from the amounts previously reported for the Affected Periods to the restated amounts in the Restated Consolidated Financial Statements is provided for the impacted financial statement line items below for the consolidated balance sheets as of March 31, 2024 and June 30, 2024. The amounts labeled "Restatement Adjustments" represent the effects of the Restatement Adjustments.

The Restatement Adjustments for the periods ending June 30, 2021, September 30, 2021, December 31, 2021, March 31, 2022, June 30, 2022, September 30, 2022, December 31, 2022, March 31, 2023, June 30, 2023, September 30, 2023, and December 31, 2023 can be found in the Company's amended Form 10-K for the year ending December 31, 2023, filed on November 19, 2024.

		March 31, 2024
		As Previously			Restatement			As
		Stated			Adjustments			Restated
		(unaudited)			(unaudited)			(unaudited)
ASSETS
Lease right of use		$	3,369,229			$	(977,115	)		$	2,392,114
Total assets		$	18,317,765			$	(977,115	)		$	17,340,650
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Lease liability, current portion		$	352,575			$	(157,269	)		$	195,306
Total current liabilities		$	8,956,073			$	(157,269	)		$	8,798,804
Lease liability, net of current portion		$	3,138,004			$	(819,846	)		$	2,318,158
Total liabilities		$	18,307,610			$	(977,115	)		$	17,330,495

		June 30, 2024
		As Previously			Restatement			As
		Stated			Adjustments			Restated
		(unaudited)			(unaudited)			(unaudited)
ASSETS
Lease right of use		$	2,614,466			$	(277,061	)		$	2,337,405
Total assets		$	18,031,759			$	(277,061	)		$	17,754,698
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Lease liability, current portion		$	237,030			$	(36,723	)		$	200,307
Total current liabilities		$	7,988,798			$	(36,723	)		$	7,952,075
Lease liability, net of current portion		$	2,506,543			$	(240,338	)		$	2,266,205
Total liabilities		$	16,668,243			$	(277,061	)		$	16,391,182

Note 3 - Liquidity

Historically, the Company has funded its cash and liquidity needs primarily through revenue collection and debt and equity financings. For the six months ended June 30, 2024, and 2023, the Company incurred a net loss of approximately $3.8million and $4.8million, respectively, and has an accumulated deficit of approximately $61.9million as of June 30, 2024. Approximately $2.6million of the net loss was related to non-cash expenses for the six months ended June 30, 2024, compared to $1.4million for the six months ended June 30, 2023.

The Company has been dependent on raising capital from debt and equity financings to meet its needs for cash used in operating and investing activities. During the first six months of 2024, the Company received $1.5 million from the sale of preferred stock, $0.9 million from the exercise of warrants, $0.4million in net proceeds from the sale of notes, and $0.2million in net proceeds from the sale of common stock. Over the next 12 months, the Company's plan includes growing the Wisconsin Fertility Institute and pursuing additional IVF clinic acquisitions. Until the Company can generate positive cash from operations, it will need to raise additional funding to meet its liquidity needs and to execute its business strategy. As in the past, the Company will seek debt and/or equity funding, which may not be available on reasonable terms, if at all.

Although the Company's audited consolidated financial statements for the year ended December 31, 2023 were prepared under the assumption that it would continue operations as a going concern, the report of the Company's independent registered public accounting firm that accompanies the Company's financial statements for the year ended December 31, 2023 contains a going concern qualification in which such firm expressed substantial doubt about the Company's ability to continue as a going concern, based on the financial statements at that time. Specifically, as noted above, the Company has incurred significant operating losses, and the Company expects to continue to incur significant expenses and operating losses as it continues to ramp up the commercialization of INVOcell and develop new INVO Centers. These prior losses and expected future losses have had, and will continue to have, an adverse effect on the Company's financial condition. If the Company cannot continue as a going concern, its stockholders would likely lose most or all of their investment in the Company.

Note 4 - Business Combinations

Wisconsin Fertility Institute

On August 10, 2023, the Company, through Wood Violet Fertility LLC, a Delaware limited liability company ("Wood Violet") and wholly owned subsidiary of INVO Centers LLC ("INVO CTR"), a Delaware company wholly-owned by the Company, consummated its acquisition of the Wisconsin Fertility Institute ("WFI") for a combined purchase price of $10,000,000, of which $2,500,000was paid on the closing date (net cash paid was $2,150,000after a $350,000holdback) plus assumption of the inter-company loan owed by WFRSA (as defined below) in the amount of $528,756. The remaining three installments of $2,500,000each will be within ninety (90) days of the subsequent three anniversaries of closing. The sellers have the option to take all or a portion of the final three installments in shares of the Company's common stock at a per share value of $125.00, $181.80, and $285.80, for the second, third, and final installments, respectively.

WFI was comprised of (a) a medical practice, Wisconsin Fertility and Reproductive Surgery Associates, S.C., a Wisconsin professional service corporation d/b/a Wisconsin Fertility Institute ("WFRSA"), and (b) a laboratory services company, Fertility Labs of Wisconsin, LLC, a Wisconsin limited liability company ("FLOW"). WFRSA owned, operated, and managed WFI's fertility practice that provided direct treatment to patients focused on fertility, gynecology, and obstetrics care and surgical procedures, and employed physicians and other healthcare providers to deliver such services and procedures. FLOW provided WFRSA with related laboratory services.

The Company purchased the non-medical assets of WFRSA and one hundred percent of FLOW's membership interests through Wood Violet. Concurrently, Wood Violet and WFRSA entered into a management services agreement pursuant to which WFRSA outsourced all its non-medical activities to Wood Violet. As a result, post-closing, WFI is comprised of (a) WFRSA, which only employs physicians to provide medical services, and (b) Wood Violet, which employs all other clinic personnel and provides all non-medical services, including laboratory services. FLOW is no longer operational as its operations were absorbed by Wood Violet.

The Company's consolidated financial statements for the six months ended June 30, 2024 include WFI's results of operations. The Company's condensed consolidated financial statements reflect the final purchase accounting adjustments in accordance with ASC 805 "Business Combinations", whereby the purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated fair values on the acquisition date.

The following allocation of the purchase price is as follows:

Consideration given:
Cash			2,150,000
Holdback			350,000
Additional payments			7,500,000
			10,000,000
Assets and liabilities acquired:
FLOW intercompany receivable			528,756
Accounts receivable			214,972
Property and equipment, net			25,292
Other current assets			56,274
Tradename			253,000
Noncompetition agreement			3,961,000
Goodwill			5,878,986
Deferred revenue			(389,524	)
WFRSA intercompany note			(528,756	)
			10,000,000

Note 5 - Variable Interest Entities

Consolidated VIEs

Bloom INVO, LLC

On June 28, 2021, INVO CTR entered into a limited liability company agreement (the "Bloom Agreement") with Bloom Fertility, LLC ("Bloom") to establish a joint venture entity, formed as "Bloom INVO LLC" (the "Georgia JV"), for the purposes of commercializing INVOcell, and the related IVC procedure, through the establishment of an INVO Center in the Atlanta, Georgia metropolitan area (the "Atlanta Clinic").

In consideration for the Company's commitment to contribute up to $800,000within the 24-month period following the execution of the Bloom Agreement to support the start-up operations of the Georgia JV, the Georgia JV issued 800of its units to INVO CTR and in consideration for Bloom's commitment to contribute physician services having an anticipated value of up to $1,200,000over the course of a 24-month vesting period, the Georgia JV issued 1,200of its units to Bloom.

The responsibilities of Bloom include providing all medical services required for the operation of the Atlanta Clinic. The responsibilities of INVO CTR include providing certain funding to the Georgia JV, lab services quality management, and providing access to and being the exclusive provider of the INVOcell to the Georgia JV. INVO CTR also performs all required, industry specific compliance and accreditation functions, and product documentation for product registration.

The Bloom Agreement provides Bloom with a "profits interest" in the Georgia JV and, in connection with such profits interest, states that profits and losses be allocated to its members based on a hypothetical liquidation of the Georgia JV. In such a scenario, liquidation proceeds would be distributed in the following order: (a) to INVO CTR until the difference between its capital contributions and distributions equals $0; (b) to Bloom until its distributions equal 150%of the liquidation amounts distributed to INVO CTR (a "catch-up" to rebalance the distributions between members); and (c) thereafter on a pro rata basis. The Georgia JV had no assets or liabilities at the time the units were issued, and, as of June 30, 2024, INVO CTR had made capital contributions greater than the net loss of the Georgia JV. As such, the entire net loss was allocated to INVO CTR, and no loss was allocated to the noncontrolling interest of Bloom.

The Atlanta Clinic opened to patients on September 7, 2021.

The Company determined the Georgia JV is a VIE, and that the Company is its primary beneficiary because the Company has an obligation to absorb losses that are potentially significant and the Company controls the majority of the activities that impact the Georgia JV's economic performance, specifically control of the INVOcell and lab services quality management. As a result, the Company consolidated the Georgia JV's results with its own. As of June 30, 2024, the Company invested $0.9million in the Georgia JV in the form of capital contributions as well as $0.5million in the form of a note. For the six months ended June 30, 2024 and 2023, the Georgia JV recorded net losses of $47thousand and $0.1million respectively. Noncontrolling interest in the Georgia JV was $0.

Unconsolidated VIEs

HRCFG INVO, LLC

On March 10, 2021, INVO CTR entered into a limited liability company agreement with HRCFG, LLC ("HRCFG") to establish a joint venture, formed as HRCFG INVO, LLC (the "Alabama JV"), for the purpose of commercializing INVOcell, and the related IVC procedure, through the establishment of an INVO Center in Birmingham, Alabama (the "Birmingham Clinic"). The Company also provides certain funding to the Alabama JV. INVO CTR and HRSCGF party owns 50%of the Alabama JV.

The Birmingham clinic opened to patients on August 9, 2021.

The Company determined the Alabama JV is a VIE, and that there is no primary beneficiary. As a result, the Company uses the equity method to account for its interest in the Alabama JV. As of June 30, 2024, the Company invested $1.3million in the Alabama JV in the form of a note. For the six months ended June 30, 2024, the Alabama JV recorded net income of $36thousand, of which the Company recognized a gain from equity method investments of $18thousand. For the six months ended June 30, 2023, the Alabama JV recorded a net income of $2thousand, of which the Company recognized a gain from equity method investments of $805.

Positib Fertility, S.A. de C.V.

On September 24, 2020, INVO CTR entered into a Pre-Incorporation and Shareholders Agreement with Francisco Arredondo, MD PLLC ("Arredondo") and Security Health LLC, a Texas limited liability company ("Ramirez", and together with INVO CTR and Arredondo, the "Shareholders") to establish a joint venture, formed as Positib Fertility, S.A. de C.V. (the "Mexico JV"), under which the Shareholders sought to commercialize INVOcell and the related IVC procedure and to offer related medical treatments in Mexico through the establishment of an INVO Center in Monterrey, Mexico (the "Monterrey Clinic"). Each Shareholder owns one-third of the Mexico JV.

The Monterrey Clinic opened to patients on November 1, 2021.

The Company determined the Mexico JV is a VIE, and that there is no primary beneficiary. As a result, the Company uses the equity method to account for its interest in the Mexico JV. During the fourth quarter of 2023, our Mexico JV partner informed the Company that the primary physician onsite had resigned. The Company elected to impair the investment at year end 2023 in this JV due to the uncertainty and possibility that the Mexico JV may offer reduced services or suspend operations. The total impairment for 2023 was approximately $0.09million. As of June 30, 2024, the Company's investment in the Mexico JV was $0.

The following table summarizes our investments in unconsolidated VIEs:

				Carrying Value as of
		Location		Percentage Ownership			June 30, 2024			December 31, 2023
HRCFG INVO, LLC		Alabama, United States			50	%		$	844,198				916,248
Positib Fertility, S.A. de C.V.		Mexico			33	%			-				-
Total investment in unconsolidated VIEs								$	844,198				916,248

Earnings from investments in unconsolidated VIEs were as follows:

		Three Months Ended June 30,			Six Months Ended June 30,
		2024			2023			2024			2023
HRCFG INVO, LLC		$	17,846			$	19,474			$	17,950			$	805
Positib Fertility, S.A. de C.V.			-				(15,686	)			-				(24,752	)
Total earnings (loss) from unconsolidated VIEs			17,846				3,788				17,950				(23,947	)

The following tables summarize the combined unaudited financial information of our unconsolidated VIEs:

		Three Months Ended June 30,			Six Months Ended June 30,
		2024			2023			2024			2023
Statements of operations:
Operating revenue		$	333,308			$	458,069			$	665,622			$	807,396
Operating expenses			(297,616	)			(466,184	)			(629,722	)			(880,050	)
Net profit (loss)			35,692				(8,115	)			35,900				(72,654	)

		June 30, 2024			December 31, 2023
Balance sheets:
Current assets		$	286,582				288,369
Long-term assets			991,387				1,026,873
Current liabilities			(517,415	)			(510,091	)
Long-term liabilities			(123,060	)			(123,060	)
Net assets		$	637,494				682,091

Note 6 - Agreements and Transactions with VIE's

The Company sells INVOcells to its consolidated and unconsolidated VIEs and anticipates continuing to do so in the ordinary course of business. All intercompany transactions with consolidated entities are eliminated in the Company's consolidated financial statements. Pursuant to ASC 323-10-35-8, the Company eliminates any sales to an unconsolidated VIE for INVOcell inventory that the VIE still has remaining on the books at period end.

The following table summarizes the Company's transactions with VIEs:

		Three Months Ended June 30,			Six Months Ended June 30,
		2024			2023			2024			2023
Bloom INVO, LLC
INVOcell revenue		$	15,000			$	6,000			$	25,500			$	10,500
Unconsolidated VIEs
INVOcell revenue		$	-			$	6,750			$	7,500			$	9,750

The Company had balances with VIEs as follows:

		June 30, 2024			December 31, 2023
Bloom INVO, LLC
Accounts receivable		$	28,500				31,500
Notes payable			489,948				482,656
Unconsolidated VIEs
Accounts receivable		$	22,500				15,000

Note 7 - Inventory

Components of inventory are as follows:

		June 30, 2024			December 31, 2023
Raw materials		$	53,480			$	53,479
Finished goods			196,586				211,028
Total inventory		$	250,066			$	264,507

Note 8 - Property and Equipment

The estimated useful lives and accumulated depreciation for equipment are as follows as of June 30, 2024, and December 31, 2023:

			Estimated Useful Life
Manufacturing equipment			6to 10years

Medical equipment			7to 10years
Office equipment			3to 7years

		June 30, 2024			December 31, 2023
Manufacturing equipment		$	132,513			$	132,513
Medical equipment			404,272				303,943
Office equipment			89,904				85,404
Leasehold improvements			96,817				538,151
Less: accumulated depreciation			(282,141	)			(233,593	)
Total equipment, net		$	441,365			$	826,418

During the three months ended June 30, 2024, and 2023, the Company recorded depreciation expense of $25,963and $19,705, respectively.

During the six months ended June 30, 2024, and 2023, the Company recorded depreciation expense of $48,548and $38,792, respectively.

For the three months ended June 30, 2024, the Company recognized a gain on disposal of fixed assets of $50,000related to the termination of its Tampa, Florida INVO Center project (the "Tampa Project").

For the six months ended June 30, 2024, the Company recognized a loss on disposal of fixed assets of $511,663related to the termination of the Tampa Project.

Note 9 - Intangible Assets & Goodwill

Components of intangible assets are as follows:

		June 30, 2024			December 31, 2023
Tradename		$	253,000			$	253,000
Noncompetition agreement			3,961,000				3,961,000
Goodwill			5,878,986				5,878,986
Less: accumulated amortization			(529,319	)			(120,569	)
Total intangible assets		$	9,563,667			$	9,972,417

As part of the WFI acquisition, that closed on August 10, 2023, the Company acquired a tradename valued at $253,000, noncompetition agreements valued at $3,961,000and goodwill of $5,878,986which includes assembled workforce valued at $34,000. The tradename was deemed to have a useful life of 10years. The noncompetition agreements were deemed to have a useful life of 5years. The useful life of the noncompetition agreements was based on the noncompetition clauses in the FLOW Equity Purchase Agreement and WFRSA Asset Purchase Agreement, each of which provides that none of the sellers will engage in any business or services that compete with the respective businesses for 5 years.

During the three months ended June 30, 2024, and 2023, the Company recorded amortization expenses related to intangible assets of $204,375and $0, respectively.

During the six months ended June 30, 2024, and 2023, the Company recorded amortization expenses related to intangible assets of $408,750and $0, respectively.

Goodwill has an indefinite useful life and is therefore not amortized. The Company reviewed and found no indicators for impairment of the intangible assets related to the acquisition of WFI as of June 30, 2024.

Note 10 - Leases

The Company has various operating lease agreements in place for its office and joint ventures. Per FASB's ASU 2016-02, Leases Topic 842 ("ASU 2016-02"), effective January 1, 2019, the Company is required to report a right-of-use asset and corresponding liability to report the present value of the total lease payments, with appropriate interest calculation. Historically, the Company utilized the applicable federal rate as of the commencement of the lease; however the Company has determined that utilization of the applicable federal rate was not its comparable incremental borrowing rate. The Company has since calculated the incremental borrowing rate for each lease by developing a synthetic credit rating for the Company as of the commencement date of each lease, adjusting the synthetic credit rating to reflect the collateralized nature of the incremental borrowing rate, the Company's borrowing rate under other debt facilities, and the market spread between secured and unsecured borrowings, and based on the adjusted synthetic rating and the various terms of the leases, selected the incremental borrowing rate based on the commencement date, duration of the lease, and a corresponding weight-adjusted corporate yield curve. Lease renewal options included in any lease are considered in the lease term if it is reasonably certain the Company will exercise the option to renew. The Company's operating lease agreements do not contain any material restrictive covenants.

As of June 30, 2024, the Company's lease components included in the consolidated balance sheet were as follows:

Lease component		Balance sheet classification		June 30, 2024
				As Previously Stated				Restatement Adjustment				As Restated
Assets
ROU assets - operating lease		Other assets		$	2,614,466			$	(277,061	)		$	2,337,405
Total ROU assets				$	2,614,466			$	(277,061	)		$	2,337,405
Liabilities
Current operating lease liability		Current liabilities		$	237,030			$	(36,723	)		$	200,307
Long-term operating lease liability		Other liabilities			2,506,543			(240,338	)		2,266,205
Total lease liabilities				$	2,743,573			$	(277,061	)		$	2,466,512

Future minimum lease payments as of June 30, 2024 were as follows:

2024				235,757
2025				477,947
2026				490,122
2027				480,096
2028 and beyond				2,329,321
Total future minimum lease payments			$	4,013,243
Less: Interest				(1,546,731	)
Total operating lease liabilities			$	2,466,512

For the six months ended June 30, 2024, the weighted average remaining lease term for operating leases was 139months. For the six months ended June 30, 2024, the weighted average discount rate for operating leases was 13.8%. The Company paid approximately $0.2million in cash for operating lease amounts included in the measurement of lease liabilities for the six months ended June 30, 2024. The Company did not have any finance leases as of June 30, 2024.

For the six months ended June 30, 2024, the Company recognized a gain on lease termination of $94,551related to the termination of the lease associated with the Tampa Project.

See Note 2 - Restatement of Previously Issued Unaudited Interim Consolidated Financial Statements for additional information.

Note 11 - Notes Payable

Notes payables consisted of the following:

		June 30, 2024			December 31, 2023
Note payable. 35% - 100% cumulative interest. Matures on June 29, 2028		$	1,349,757			$	1,451,245
Related party demand notes with a 10% financing fee. 10% annual interest from issuance. As of June 30, 2024, all these notes are callable.			880,000				880,000
Convertible notes. 10% annual interest. Conversion price of $1.20			235,000				410,000
Convertible note. 12% annual interest. Conversion price of $1.00			275,000				-
Cash advance agreement			175,332				287,604
Less debt discount and financing costs			(282,101	)			(264,932	)
Total, net of discount		$	2,632,988			$	2,763,917

Related Party Demand Notes

In the fourth quarter of 2022, the Company received $500,000through the issuance of five demand notes (the "JAG Notes") from a related party, JAG Multi Investments LLC ("JAG"). The Company's Chief Financial Officer is a beneficiary of JAG but does not have any control over JAG's investment decisions with respect to the Company. The JAG Notes accrue 10% annual interest from their respective dates of issuance. At maturity, the Company agreed to pay outstanding principal, a 10% financing fee and accrued interest. On July 10, 2023, the Company received an additional $100,000from JAG through the issuance of an additional demand note.

In consideration for subscribing to the JAG Note for $100,000dated December 29, 2022, and for agreeing to extend the date on which the other JAG Notes are callable to March 31, 2023, the Company issued JAG a warrant to purchase 17,500shares of common stock. The warrant may be exercised for a period of five (5) years from issuance at a price of $10.00per share. The financing fees for said JAG Note and the fair value of the warrant issued were capped at the total proceeds. The relative fair value of the warrant was recorded as a debt discount and, as of June 30, 2024, the Company had fully amortized the discount. On July 10, 2023, JAG agreed to extend the date on which the JAG Notes are callable to September 30, 2023.

In the fourth quarter of 2022, the Company received $200,000through the issuance of demand promissory notes of which (1) $100,000was received from its Chief Executive Officer ($60,000on November 29, 2022, $15,000on December 2, 2022, and $25,000on December 13, 2022) and (2) $100,000was received from an entity controlled by its Chief Financial Officer ($75,000on November 29, 2022 and $25,000on December 13, 2022). These notes accrue 10% annual interest accrues from the date of issuance. These notes are callable with 10 days prior written notice. At maturity, the Company agreed to pay outstanding principal, a 10% financing fee, and accrued interest.

The financing fees for all demand notes were recorded as a debt discount and, as of June 30, 2024, the Company had fully amortized the discount.

For the six months ended June 30, 2024, the Company incurred $40,444in interest related to these demand notes.

January and March 2023 Convertible Notes

In January and March 2023, the Company issued $410,000of convertible notes ("Q1 23 Convertible Notes") for $310,000in cash and the conversion of $100,000of demand notes from the fourth quarter of 2022. These convertible notes were issued with fixed conversion prices of $10.00(for the $275,000issued in January 2023) and $12.00(for the $135,000issued in March 2023) and with 5-year warrants to purchase 19,375shares of the common stock at an exercise price of $20.00.

The cumulative fair value of the warrants at issuance was $132,183. This was recognized as a debt discount and will to be amortized on a straight-line basis over the life of the respective notes. As of June 30, 2024, the debt discount was fully amortized.

Interest on these notes accrues at a rate of ten percent (10%) per annum and is payable at the holder's option either in cash or in shares of common stock at the conversion price set forth in the notes on December 31, 2023, unless converted earlier. For the six months ended June 30, 2024, the Company incurred $17,766in interest related to these convertible notes.

All amounts due under these notes are convertible at any time after the issuance date, in whole or in part (subject to rounding for fractional shares), at the option of the holders into the common stock at a fixed conversion price for the notes as described above.

As of December 27, 2023, the Company secured written consent by the note holders of the Q1 23 Convertible Notes for the maturity date to be extended to June 30, 2024. As an incentive for the Q1 23 Convertible Note holders to approve the extension, the Company agreed to lower both the Q1 23 Convertible Notes fixed conversion price and the related warrant exercise price to $2.25. The maturity date extension and the conversion and exercise price reduction applies to all Q1 23 Convertible Notes. As the terms for the note were deemed to be substantially different, the Company recognized a $163,278loss from debt extinguishment related to the change in terms.

As of June 28, 2024, the Company secured written consent by the note holders for the Q1 23 Convertible Notes for the maturity date to be extended to December 31, 2024. As an incentive for the note holders to approve the extension, the Company agreed (a) to lower both the Q1 23 Convertible Notes fixed conversion price and the related warrant exercise price to $1.20, (b) to provide the Q1 23 Convertible Notes holders the right to demand early repayment at the closing of the proposed merger with Legacy NAYA or if the Company raises more than $3million dollars in a single equity raise, and (c) to increase the number of shares of common stock available under the related warrants to a total of 124,421. The maturity date extension, the conversion reduction, and the early repayment right applies to all Q1 23 Convertible Notes, and the exercise price reduction and additional warrant coverage applies to all related warrants. As the terms for the note were deemed to be substantially different, the Company recognized a $40,491loss from debt extinguishment related to the change in term and immediately recognized $78,443of debt discount.

During the second quarter of 2024, $175,000of notes and $22,033of interest were converted to 109,886shares of common stock.

February 2023 Convertible Debentures

On February 3 and February 17, 2023, the Company entered into securities purchase agreements (the "February Purchase Agreements") with accredited investors (the "February Investors") for the purchase of (i) convertible debentures of the Company in the aggregate original principal amount of $500,000(the "February Debentures") for a purchase price of $450,000, (ii) warrants (the "February Warrants") to purchase 12,500shares (the "February Warrant Shares") of common stock at an exercise price of $15.00per share, and (iii) 4,167shares of common stock issued as an inducement for issuing the February Debentures. The proceeds, net of placement agent and legal fees, were used for working capital and general corporate purposes.

The cumulative fair value of the warrants at issuance was $291,207. This was recognized as a debt discount and will be amortized on a straight-line basis over the life of the respective notes. As of June 30, 2024, the Company had fully amortized the discount.

Pursuant to the February Debentures, interest on the February Debentures accrued at a rate of eight percent (8%) per annum payable at maturity, one year from the date of the February Debentures. For the six months ended June 30, 2024, the Company incurred $0in interest on the February Debentures.

All amounts due under the February Debentures were convertible at any time after the issuance date, in whole or in part, at the option of the February Investors into common stock at an initial price of $10.40per share. This conversion price was subject to adjustment for stock splits, combinations or similar events and anti-dilution provisions, among other adjustments and is subject to a floor price.

The Company could prepay the February Debentures at any time in whole or in part by paying a sum of money equal to 105% of the principal amount to be redeemed, together with accrued and unpaid interest.

While any portion of each February Debenture remained outstanding, if the Company received cash proceeds of more than $2,000,000(the "Minimum Threshold") in the aggregate from any source or series of related or unrelated sources, the February Investors had the right in their sole discretion to require the Company to immediately apply up to 50% of all proceeds received by the Company above the Minimum Threshold to repay the outstanding amounts owed under the February Debentures. In April 2023, the Company used $360,151in proceeds from the RD Offering (as described in Note 11 below) to repay a portion of the February Debentures. On August 8, 2023, the Company repaid the remaining balance of $139,849with proceeds from the August 2023 Offering (as described in Note 12 below).

The February Warrants included anti-dilution protection whereby a subsequent offering priced below the February Warrants' strike price then in effect would entitle the February Investors to a reduction of such strike price to the price of such subsequent offering and an increase in the February Warrant Shares determined by dividing the dollar amount for which the February Warrants are exercisable by such lower strike price. As a result of the $2.85unit purchase price of the August 2023 Offering (as described in Note 12 below), following consummation of the August 2023 Offering, the February Warrants now entitle the February Investors to purchase a total 65,790at an exercise price of $2.85per February Warrant Share. On August 8, 2023, the Company issued 26,391shares of common stock upon exercise of one of the February Warrants on a net-exercise basis and, on August 21, 2023, the Company issued 17,594shares of common stock upon exercise of the other February Warrant on a net-exercise basis. Following these exercises, there were no February Warrants outstanding.

Standard Merchant Cash Advance

On July 20, 2023, the Company entered into a Standard Merchant Cash Advance Agreement (the "Cash Advance Agreement") with Cedar Advance LLC ("Cedar") under which Cedar purchased $543,750of the Company's receivables for a gross purchase price of $375,000(the "Initial Advance"). The Company received cash proceeds of $356,250, net of a financing fee. Until the purchase price is repaid, the Company agreed to pay Cedar $19,419.64per week. Since, through the refinancing described below, the Company repaid Cedar within 30 days, the amount payable under the Initial Advance was reduced from $543,750to $465,000.

On August 31, 2023, the Company refinanced the Initial Advance through the purchase by Cedar of $746,750of the Company's receivables for a gross purchase price of $515,000(the "Refinanced Advance"). The Company received net cash proceeds of $134,018after applying $390,892towards the repayment of the Initial Advance. The new Cash Advance Agreement provides that if the Company repays the Refinanced Advance within 30 days then the amount payable to Cedar shall be reduced to $643,750, and if the Refinanced Advance is repaid on days 31 to 60 then the amount payable to Cedar shall be reduced to $674,650. Until the purchase price is repaid, the Company agreed to pay Cedar $16,594per week. On September 29, 2023, the Company repaid $0.3million of the Cash Advance Agreement with proceeds from the RLSA Loan (as defined below). As a result of such payment, the weekly payment was reduced to $9,277. As of June 30, 2024, the remaining balance on the Cash Advance Agreement was $64,956.

The financing fees were recorded as a debt discount. For the six months ending June 30, 2024, the Company amortized $139,678of the debt discount and, as of June 30, 2024, had a remaining debt discount balance of $111,044.

Revenue Loan and Security Agreement

On September 29, 2023, the Company, its Chief Executive Officer, as a Key Person, and the Company's wholly-owned subsidiaries Bio X Cell, Inc, INVO CTR, Wood Violet Fertility LLC, FLOW and Orange Blossom Fertility LLC as guarantors (the "Guarantors"), entered into a Revenue Loan and Security Agreement (the "Loan Agreement") with Decathlon Alpha V LP (the "Lender") under which the Lender advanced a gross amount of $1,500,000to the Company (the "RSLA Loan"). The RSLA Loan has a maturity date of June 29, 2028, is payable in fixed monthly installments, as set forth in the Loan Agreement, and may be prepaid without penalty at any time. The installments include an interest factor that varies based on when the RSLA Loan is fully repaid and is based on a minimum amount that increases from thirty five percent (35%) of the RSLA Loan principal, if fully repaid in the first six months, to 100% of the RSLA Loan principal, if fully repaid after 30 months from the RSLA Loan's effective date.

The financing fees for the RSLA Loan were recorded as a debt discount. For the six months ending June 30, 2024, the Company amortized $1,579of the debt discount and as of June 30, 2024 had a remaining debt discount balance of $12,632. For the six months ended June 30, 2024, the Company incurred $108,513in interest related to the RSLA Loan.

Future Receipts Agreement

On February 26, 2024, the Company finalized an Agreement for the Purchase and Sale of Future Receipts (the "Future Receipts Agreement") with a buyer (the "Buyer") under which the Buyer purchased $344,925of our future sales for a gross purchase price of $236,250. The Company received net proceeds of $225,000. Until the purchase price has been repaid, the Company agreed to pay the Buyer $13,797per week. As of June 30, 2024, the remaining balance on the Future Receipts Agreement was $110,376.

The financing fees were recorded as a debt discount. For the six months ending June 30, 2024, the Company amortized $89,772of the debt discount and, as of June 30, 2024, had a remaining debt discount balance of $30,152.

FirstFire Convertible Note

On April 5, 2024, the Company entered into a purchase agreement with FirstFire Global Opportunities Fund, LLC ("FirstFire"), pursuant to which FirstFire agreed to purchase, and the Company agreed to issue and sell, (i) a promissory note with an aggregate principal amount of $275,000, which is convertible into shares of the Company's common stock, according to the terms, conditions, and limitations outlined in the note (the "FirstFire Note"), (ii) a warrant to purchase 229,167shares of the Company's common stock at an exercise price of $1.20per share, (iii) a warrant to purchase 500,000shares of common stock at an exercise price of $0.01issued to FirstFire, and (iv) 50,000shares of common stock, for a purchase price of $250,000. Carter, Terry, & Company, Inc. acted as placement agent for the transaction, for which it received a cash fee of $25,000and 11,655restricted shares of the Company's common stock.

The FirstFire Note carries an interest rate of twelve percent (12%) per annum, with the first twelve months of interest, amounting to $33,000, guaranteed, and fully earned as of the issue date. The maturity date of the FirstFire Note is twelve (12) months from the issue date, at which point the Principal Amount, together with any accrued and unpaid interest and other fees, shall be due and payable to the holder of the FirstFire Note.

The financing fees for the FirstFire Note were recorded as a debt discount. For the six months ending June 30, 2024, the Company amortized $39,539of the debt discount and, as of June 30, 2024, had a remaining debt discount balance of $128,273. For the six months ended June 30, 2024, the Company incurred $33,000in interest related to the FirstFire Note.

Note 12 - Related Party Transactions

In the fourth quarter of 2022, the Company issued a series of demand promissory notes in the aggregate principal amount of $550,000 to a related party, JAG, a company in which the Company's Chief Financial Officer is a beneficiary but does not have any control over its investment decisions with respect to the Company, for an aggregate purchase price of $500,000. The JAG Notes accrue 10%annual interest from their respective dates of issuance. At maturity, the Company agreed to pay outstanding principal, a 10%financing fee and accrued interest. On July 10, 2023, the Company issued an additional demand promissory note in the principal amount of $110,000 to JAG for a purchase price of $100,000.

In consideration for subscribing to the JAG Note for $100,000dated December 29, 2022, and for agreeing to extend the date on which the other JAG Notes are callable to March 31, 2023, the Company issued JAG a warrant to purchase 17,500shares of common stock. The warrant may be exercised for a period of five (5) years from issuance at a price of $10.00per share. On July 10, 2023, JAG agreed to extend the date on which the JAG Notes are callable to September 30, 2023.

In the fourth quarter of 2022, the Company issued demand promissory notes in the aggregate principal amount of $220,000for an aggregate purchase price of $200,000, of which (1) $100,000was received from its Chief Executive Officer ($60,000on November 29, 2022, $15,000on December 2, 2022, and $25,000on December 13, 2022) and (2) $100,000was received from an entity controlled by its Chief Financial Officer ($75,000on November 29, 2022 and $25,000on December 13, 2022). These notes accrue 10% annual interest accrues from the date of issuance. These notes are callable with 10 days prior written notice. At maturity, the Company agreed to pay outstanding principal, a 10% financing fee, and accrued interest.

For the six months ended June 30, 2024, the Company incurred $40,444in interest related to these demand notes and as of June 30, 2024 the total outstanding balance, including principal and accrued interest, was $1,003,897.

As of June 30, 2024, the Company owed accounts payable to related parties totaling $227,321, primarily related to unpaid employee expense reimbursements and unpaid board fees, and accrued compensation of $375,422, primarily related to deferred wages and accrued paid time off.

Note 13 - Stockholders' Equity

Reverse Stock Split

On June 28, 2023, the Company's board of directors approved a reverse stock split of the Company's common stock at a ratio of 1-for-20 and also approved a proportionate decrease in its authorized common stock to 6,250,000shares from 125,000,000. On July 26, 2023, the Company filed a certificate of change (with an effective date of July 28, 2023) with the Nevada Secretary of State pursuant to Nevada Revised Statutes 78.209 to effectuate a 1-for-20 reverse stock split of its outstanding common stock. On July 27, 2023, the Company received notice from Nasdaq that the reverse split would take effect at the open of business on July 28, 2023, and the reverse stock split took effect on that date. All share information included in this Form 10-Q has been reflected as if the reverse stock split occurred as of the earliest period presented.

Increase in Authorized Common Stock

On October 13, 2023, stockholders of the Company approved an increase to the number of authorized shares of the Company's common stock from 6,250,000shares to 50,000,000shares as set forth below. On October 13, 2023, the Company filed a Certificate of Amendment to its Articles of Incorporation to increase its authorized shares of common stock from 6,250,000shares to 50,000,000shares.

Series A Preferred Stock

On November 20, 2023, the Company filed with the Nevada Secretary of State a Certificate of Designation of Series A Convertible Preferred Stock (the "Series A Certificate of Designation") which sets forth the rights, preferences, and privileges of the Company's Series A Preferred Stock (the "Series A Preferred"). One million (1,000,000) shares of Series A Preferred with a stated value of $5.00per share were authorized under the Series A Certificate of Designation.

Each share of Series A Preferred has a stated value of $5.00 and is convertible into shares of the Company's common stock at a fixed conversion price equal to $2.20 per share, subject to adjustment. The Company may not effect the conversion of any shares of Series A Preferred if, after giving effect to the conversion or issuance, the holder, together with its affiliates, would beneficially own more than 9.99% of the Company's outstanding common stock. Moreover, the Company may not effect the conversion of any shares of Series A Preferred if, after giving effect to the conversion or issuance, the holder, together with its affiliates, would beneficially own more than 19.99% of the Company's outstanding common stock unless and until the Company receives the approval required by the applicable rules and regulations of The Nasdaq Stock Market LLC (or any subsequent trading market).

Each share of Series A Preferred stock shall automatically convert into common stock upon the closing of a merger (the "Merger") of INVO Merger Sub Inc., a wholly owned subsidiary of the Company ("Merger Sub"), with and into Legacy NAYA pursuant to an Agreement and Plan of Merger, as amended, by and among the Company, Merger Sub, and Legacy NAYA (the "Merger Agreement").

The holders of Series A Preferred shall be entitled to receive a pro-rata portion, on an as-if converted basis, of any dividends payable on common stock.

In the event of any voluntary or involuntary liquidation, dissolution, or winding up, or sale of the Company (other than the Merger), each holder of Series A Preferred shall be entitled to receive its pro rata portion of an aggregate payment equal to (i) $5.00, multiplied by (ii) the total number of shares of Series A Preferred Stock issued under the Series A Certificate of Designation.

Other than those rights provided by law, the holders of Series A Preferred shall not have any voting rights.

Since the conversion of the Series A Preferred Stock is contingent on the closing of the Merger, it is not considered a mandatorily redeemable financial instrument until the closing of the Merger and therefore is not considered a liability under ASC 480. Additionally, since the Series A Preferred Stock is redeemable for the Company's common stock upon an event within the Company's control, it is classified as permanent equity.

On December 29, 2023, the Company entered into securities purchase agreement (the "Preferred Series A SPA") with Legacy NAYA for the purchase of 1,000,000shares of the Company's Series A Preferred Stock at a purchase price of $5.00per share. The parties agreed that Legacy NAYA's purchases would be made in tranches in accordance with the following schedule: (1) $500,000no later than December 29, 2023; (2) $500,000no later than January 19, 2024; (3) $500,000no later than February 2, 2024; (4) $500,000no later than February 16, 2024; and (5) an additional amount as may be required prior to closing of the Merger, and to be determined in good faith by the parties to adequately support the Company's fertility business activities per an agreed forecast, as well as for a period of twelve (12) months post-closing including a catch-up on the Company's past due accrued payables still outstanding. The Preferred Series A SPA contains customary representations, warranties, and covenants of the Company and Legacy NAYA.

On January 4, 2024, the Company and Legacy NAYA closed on 100,000shares of Series A Preferred Stock in the first tranche of this private offering for gross proceeds of $500,000.

Effective as of May 1, 2024, the Company entered into an Amendment (the "SPA Amendment") to the Series A Preferred SPA. Pursuant to the SPA Amendment, the parties agreed to the following closing schedule for Legacy NAYA's purchases of the remaining 838,800 shares of the Company's Series A Preferred Stock at a purchase price of $5.00 per share:

Closing Date		Shares			Aggregate Purchase Price
May 10, 2024			20,000			$	100,000
May 17, 2024			30,000			$	150,000
May 24, 2024			30,000			$	150,000
May 31, 2024			30,000			$	150,000
June 7, 2024			30,000			$	150,000
June 14, 2024			30,000			$	150,000
June 21, 2024			30,000			$	150,000
June 28, 2024			30,000			$	150,000
July 5, 2024			30,000			$	150,000
On or before the closing of the Merger Agreement, to be determined in good faith by the Subscriber and the Company			598,800			$	2,894,000

During the second quarter of 2024, the Company and Legacy NAYA closed on additional 201,280shares of Series A Preferred Stock for additional gross proceeds of $1,006,400.

Series B Preferred Stock

On November 20, 2023, the Company filed with the Nevada Secretary of State a Certificate of Designation of Series B Convertible Preferred Stock (the "Series B Certificate of Designation") which sets forth the rights, preferences, and privileges of the Company's Series B Preferred Stock (the "Series B Preferred"). One million two hundred (1,200,000) shares of Series B Preferred with a stated value of $5.00per share were authorized under the Series B Certificate of Designation.

Each share of Series B Preferred has a stated value of $5.00, which is convertible into shares of the Company's common stock at a fixed conversion price equal to $5.00per share, subject to adjustment. The Company may not effect the conversion of any shares of Series B Preferred if, after giving effect to the conversion or issuance, the holder, together with its affiliates, would beneficially own more than 19.99% of the Company's outstanding common stock unless and until the Company receives the approval required by the applicable rules and regulations of Nasdaq (or any subsequent trading market).

Each share of Series B Preferred stock shall automatically convert into common stock upon the closing of the Merger.

The holders of Series B Preferred shall be entitled to receive a pro-rata portion, on an as-if converted basis, of any dividends payable on common stock.

In the event of any voluntary or involuntary liquidation, dissolution, or winding up, or sale of the Company (other than the previously announced merger with Legacy NAYA), each holder of Series B Preferred shall be entitled to receive its pro rata portion of an aggregate payment equal to (i) $5.00, multiplied by (ii) the total number of shares of Series B Preferred Stock issued under the Series B Certificate of Designation.

Other than those rights provided by law, the holders of Series B Preferred shall not have any voting rights.

Since the conversion of the Series B Preferred Stock is contingent on the closing of the Merger, it is not considered a mandatorily redeemable financial instrument until the closing of the Merger and therefore is not considered a liability under ASC 480. Additionally, since the Series B Preferred Stock is redeemable for the Company's common stock upon an event within the Company's control, it is classified as permanent equity.

On November 19, 2023, the Company entered into a share exchange agreement (the "Share Exchange Agreement") with Cytovia Therapeutics Holdings, Inc., a Delaware corporation ("Cytovia") for Cytovia's acquisition of 1,200,000shares of the Company's newly designated Series B Preferred Stock in exchange for 163,637shares of common stock of Legacy NAYA held by Cytovia (the "Share Exchange"). On November 20, 2023, the Company and Cytovia closed on the exchange of shares. As of June 30, 2024, the Company owns approximately 6.5% of the outstanding shares of Legacy NAYA's common stock and had no significant control over Legacy NAYA therefore the asset is accounted for using the fair value method.

February 2023 Equity Purchase Agreement

On February 3, 2023, the Company entered into an equity purchase agreement (the "ELOC") and registration rights agreement (the "ELOC RRA") with an accredited investor (the "Feb 3 Investor") pursuant to which the Company has the right, but not the obligation, to direct the Feb 3 Investor to purchase up to $10.0million (the "Maximum Commitment Amount") of shares of common stock, in multiple tranches. Further, under the ELOC and subject to the Maximum Commitment Amount, the Company has the right, but not the obligation, to submit notices to the Feb 3 Investor to purchase shares of common stock (i) in a minimum amount of not less than $25,000 and (ii) in a maximum amount of up to the lesser of (a) $750,000 or (b) 200% of the Company's average daily trading value of the common stock.

Also on February 3, 2023, the Company issued to the Feb 3 Investor 7,500shares of common stock for its commitment to enter into the ELOC.

The obligation of the Feb 3 Investor to purchase shares of common stock pursuant to the ELOC ends on the earlier of (i) the date on which the purchases under the ELOC equal the Maximum Commitment Amount, (ii) 24 months after the date of the ELOC (February 3, 2025), (iii) written notice of termination by the Company, (iv) the date that the ELOC RRA is no longer effective after its initial effective date, or (v) the date that the Company commences a voluntary case or any person or entity commences a proceeding against the Company pursuant to or within the meaning of federal or state bankruptcy law, a custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a general assignment for the benefit of its creditors (the "Commitment Period").

During the Commitment Period, and subject to the shares of common stock underlying the ELOC be registered, the price that Feb 3 Investor will pay to purchase the shares of common stock that it is obligated to purchase under the ELOC shall be 97% of the "market price," which is defined as the lesser of (i) the lowest closing price of our common stock during the 7 trading day-period following the clearance date associated with the applicable put notice from the Company or (ii) the lowest closing bid price of the common stock on the principal trading market for the common stock (currently, the Nasdaq Capital Market) on the trading day immediately preceding a put date.

To date, the Company has not been in a position to register the shares underlying the ELOC as a result of standstill agreements related to the RD Offering and the August 2023 Offering (both as defined below).

March 2023 Registered Direct Offering

On March 23, 2023, the Company entered into a securities purchase agreement (the "March Purchase Agreement") with a certain institutional investor, pursuant to which the Company agreed to issue and sell to such investor (i) in a registered direct offering (the "RD Offering"), 69,000shares of common stock, and a pre-funded warrant (the "Pre-Funded Warrant") to purchase up to 115,000shares of common stock, at an exercise price of $0.20per share, and (ii) in a concurrent private placement (the "March Warrant Placement"), a common stock purchase warrant (the "March Warrant"), exercisable for an aggregate of up to 276,000shares of common stock, at an exercise price of $12.60per share. The securities to be issued in the RD Offering (priced at the market under Nasdaq rules) were offered pursuant to the Company's shelf registration statement on Form S-3 (File 333-255096), initially filed by the Company with the SEC under the Securities Act, on April 7, 2021 and declared effective on April 16, 2021. All Pre-Funded Warrants were exercised by the investor in June 2023.

The March Warrant (and the shares of common stock issuable upon the exercise of the March Warrant) was not registered under the Securities Act and was offered pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder. The March Warrant is immediately exercisable upon issuance, will expire eight years from the date of issuance, and in certain circumstances may be exercised on a cashless basis.

On March 27, 2023, the Company closed the RD Offering and March Warrant Placement, raising gross proceeds of approximately $3million before deducting placement agent fees and other offering expenses payable by the Company. If the March Warrant were fully exercised for cash, the Company would receive additional gross proceeds of approximately $3.5million. Under the March Purchase Agreement, the Company was entitled to use a portion of the net proceeds of the offering to (a) repay the February Debentures, and (b) to make the down payment for the WFI acquisition. The remainder of the net proceeds could be used for working capital, capital expenditures, and other general corporate purposes. The Company used $383,879in proceeds to repay a portion of the February Debentures and related fees and interest and the remainder of the proceeds were used for working capital and general corporate purposes.

August 2023 Public Offering

On August 4, 2023, the Company entered into securities purchase agreements (the "Purchase Agreements") with certain institutional and other investors, pursuant to which the Company agreed to issue and sell to such investors in a public offering (the "August 2023 Offering"), 1,580,000units (the "Units") at a price of $2.85per Unit, with each Unit consisting of (i) one share of common stock (the "Shares") of the Company, and (ii) two common stock purchase warrants (the "August 2023 Warrants"), each exercisable for one share of common stock at an exercise price of $2.85per share. In the aggregate, in the August 2023 Offering the Company issued 1,580,000Shares and 3,160,000August 2023 Warrants. The securities issued in the August 2023 Offering were offered pursuant to the Company's registration statement on Form S-1 (File 333-273174) (the "Registration Statement"), initially filed by the Company with the SEC under the Securities Act, on July 7, 2023 and declared effective on August 3, 2023.

The Company closed the Offering on August 8, 2023, raising gross proceeds of approximately $4.5million before deducting placement agent fees and other offering expenses payable by the Company. The Company used (i) $2,150,000to fund the initial installment of the WFI purchase price (net of a $350,000holdback) on August 10, 2023, (ii) $1,000,000to pay Armistice the Armistice Amendment Fee (as defined below), and (iii) $139,849to complete repayment of the February Debentures to the February Investors, plus accrued interest and fees of approximately $10,911. The Company is using the remaining proceeds from the August 2023 Offering for working capital and general corporate purposes.

In connection with the August 2023 Offering, on August 4, 2023, the Company entered into a placement agency agreement (the "Placement Agency Agreement") with Maxim Group LLC (the "Placement Agent"), pursuant to which (i) the Placement Agent agreed to act as placement agent on a "best efforts" basis in connection with the August 2023 Offering and (ii) the Company agreed to pay the Placement Agent an aggregate fee equal to 7.0% of the gross proceeds (and 5% for certain investors) raised in the August 2023 Offering and warrants to purchase up to 110,600shares of common stock at an exercise price of $3.14(the "Placement Agent Warrants"). The Placement Agent Warrants (and the shares of common stock issuable upon the exercise of the Placement Agent Warrants) were not registered under the Securities Act and were offered pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder.

The August 2023 Offering was facilitated by the Company entering into an Amendment to Securities Purchase Agreement on July 7, 2023 (the "Armistice Amendment") with Armistice Capital Markets Ltd. to delete Section 4.12(a) of our March 23, 2023 Securities Purchase Agreement (the "Armistice SPA") with Armistice pursuant to which we agreed that from March 23, 2023 until 45 days after the effective date of the Resale Registration Statement (as defined below) we would not (i) issue, enter into any agreement to issue, or announce the issuance or proposed issuance of any shares of common stock or common stock equivalents or (ii) file any registration statement or any amendment or supplement thereto, other than the prospectus supplement filed in connection with that offering and the Resale Registration Statement (the "Subsequent Equity Financing Provision"). In consideration of Armistice's agreement to enter into the Armistice Amendment and delete the Subsequent Equity Financing Provision from the Armistice SPA, we agreed to pay Armistice a fee a $1,000,000(the "Armistice Amendment Fee") within two days of the closing of the August 2023 Offering. Additionally, we agreed to include a proposal in our proxy statement for our 2023 Annual Meeting of Stockholders for the purpose of obtaining the approval of the holders of a majority of our outstanding voting common stock, to effectuate the reduction of the exercise price (the "Exercise Price Reduction") set forth in Section 2(b) of the common stock Purchase Warrants issued to Armistice on March 27, 2023 (the "Existing Warrants") to the per unit public offering price of the August 2023 Offering (or $2.85), in accordance with Nasdaq Rule 5635(d) (the "Stockholder Approval") with the recommendation of our board of directors that such proposal be approved. We also agreed to solicit proxies from our stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and that all management-appointed proxyholders shall vote their proxies in favor of such proposal. Further, if we did not obtain Stockholder Approval at the first meeting, we agreed to call a meeting every six (6) months thereafter to seek Stockholder Approval until the earlier of the date Stockholder Approval was obtained or the Existing Warrants were no longer outstanding. Until such approval was obtained, the exercise price of the Existing Warrants remained unchanged. At the Company's annual meeting held on December 26, 2023, (the "2023 Annual Meeting"), the Company's stockholders approved the Exercise Price Reduction.

Triton Purchase Agreement

On March 27, 2024, the Company entered into a purchase agreement (the "Triton Purchase Agreement") with Triton Funds LP ("Triton"), pursuant to which the Company agreed to sell, and Triton agreed to purchase, upon the Company's request in one or more transactions, up to 1,000,000shares of the Company's common stock, par value $0.0001per share, providing aggregate gross proceeds to the Company of up to $850,000. Triton will purchase the shares of common stock under the Triton Purchase Agreement at the price of $0.85per share. The Triton Purchase Agreement expires upon the earlier of the sale of all 1,000,000 shares of the Company's common stock or December 31, 2024.

Among other limitations, unless otherwise agreed upon by Triton, each individual sale of shares of common stock will be limited to no more than the number of shares of common stock that would result in the direct or indirect beneficial ownership by Triton of more than 9.99% of the then-outstanding shares of common stock. In addition, the total cumulative number of shares of common stock that may be issued to Triton under the Triton Purchase Agreement may not exceed the requirements of Nasdaq Listing Rule 5635(d), except that such limitation will not apply if the Company obtains stockholder approval of the shares of common stock to be issued under the Triton Purchase Agreement, if necessary, in accordance with the requirements of Nasdaq Listing Rule 5635(d).

The Triton Purchase Agreement provides that the Company will file a prospectus supplement (the "Prospectus Supplement") to its Registration Statement on Form S-3, which was declared effective on April 16, 2021 (File No. 333-255096) (the "Base Registration Statement"), covering the offering and sale of the shares of common stock to Triton pursuant to the Triton Purchase Agreement. Triton's obligation to purchase shares of common stock under the Triton Purchase Agreement is conditioned upon, among other things, the filing of the Prospectus Supplement and the Base Registration Statement remaining effective.

The Triton Purchase Agreement contains customary representations, warranties, and covenants by each of the Company and Triton. Actual sales of shares of common stock to Triton will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the common stock, and determinations by the Company as to the appropriate sources of funding for the Company and its operations. Triton has no right to require any sales of shares of common stock by the Company but is obligated to make purchases of shares of common stock from the Company from time to time, pursuant to directions from the Company, in accordance with the Triton Purchase Agreement. During the term of the Triton Purchase Agreement, Triton has covenanted not to cause or engage in any short selling of shares of common stock.

On March 27, 2024, the Company delivered a purchase notice for 260,000shares of common stock. The Company's common stock traded below the purchase price following the date of the purchase notice, giving Triton the right to return to the Company any of the 260,000shares. On April 5, 2024, Triton notified the Company that it would return 185,000shares to the Company and closed the purchase of 75,000shares pursuant to the Triton Purchase Agreement for net proceeds of $10,131.

On April 16, 2024, the Company delivered a purchase notice for 185,000shares of common stock, which was subsequently closed on April 19, 2024 for net proceeds of $155,000.

Six Months Ended June 30, 2024

During the six months of 2024, the Company issued 194,655shares of common stock to consultants in consideration of services rendered with a fair value of $202,448. These shares were issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The Company did not receive any cash proceeds from this issuance.

On January 31, 2024, the Company issued 100,000shares of Series A Preferred Stock to Legacy NAYA for proceeds of $500,000. On April 15, 2024, the Company issued 61,200shares of Series A Preferred Stock to Legacy NAYA for proceeds of $306,000. On June 30, 2024, the Company issued an additional 140,080shares of Series A Preferred Stock to Legacy NAYA for proceeds of $700,404.

In April 2024, the Company issued 260,000of common stock for net proceeds of $165,131. The securities issued offered pursuant to the Company's registration statement on Form S-3, initially filed by the Company with the SEC under the Securities Act, on April 7, 2021 and declared effective on April 16, 2021.

In April 2024, the Company issued 807,000shares of common stock for net proceeds of $971,012upon the exercise of the August 2023 Warrants.

In April 2024, the Company issued 109,886shares of common stock with a fair value of $197,033as a result of the conversion of the Q1 2023 Convertible Notes and accrued interest thereon. No gain or loss was recorded on conversion, as the issuance of common stock was pursuant to the terms of the Q1 2023 Convertible Notes.

Note 14 - Equity-Based Compensation

Equity Incentive Plans

In October 2019, the Company adopted its 2019 Incentive Plan (the "2019 Plan"). Under the 2019 Plan, the Company's board of directors is authorized to grant stock options to purchase common stock, restricted stock units, and restricted shares of common stock to its employees, directors, and consultants. The 2019 Plan initially provided for the issuance of 25,000shares. A provision in the 2019 Plan provides for an automatic annual increase equal to 6% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year.In January 2024, the number of available shares increased by 149,551shares, bringing the total shares available under the 2019 Plan to 311,049.

Options granted under the 2019 Plan generally have a life of 3to 10years and exercise prices equal to or greater than the fair market value of the common stock as determined by the Company's board of directors. Vesting for employees typically occurs over a three-year period. For the six months ended June 30, 2024, the Company incurred $140,336in expense related to the vesting of options.

The following table sets forth the activity of the options to purchase common stock under the 2019 Plan.

		Number of Shares			Weighted Average Exercise Price			Aggregate Intrinsic Value
Outstanding as of December 31, 2023			106,753			$	41.90			$	-
Granted			-				-				-
Exercised			-				-				-
Canceled			(8,761	)			31.58				-
Balance as of June 30, 2024			97,992			$	35.20			$	-
Exercisable as of June 30, 2024			88,218			$	51.67			$	-

The fair value of each option granted is estimated as of the grant date using the Black-Scholes option pricing model with the following assumptions:

			Six months ended June 30,
			2024				2023
Risk-free interest rate range			-	%			3.6-3.69	%
Expected life of option-years			-				5-5.63

Expected stock price volatility			-	%			106.6-114.9	%
Expected dividend yield			-	%			-	%

The risk-free interest rate is based on U.S. Treasury interest rates, the terms of which are consistent with the expected life of the stock options. Expected volatility is based upon the average historical volatility of the common stock over the period commensurate with the expected term of the related instrument. The expected life and estimated post-employment termination behavior is based upon historical experience of homogeneous groups, executives and non-executives, within the Company. The Company does not currently pay dividends on its common stock, nor does it expect to do so in the foreseeable future.

		Total Intrinsic Value of Options Exercised			Total Fair Value of Options Vested
Year ended December 31, 2023		$	-			$	1,049,109
Six months ended June 30, 2024		$	-			$	140,336

For the six months ended June 30, 2024, there were no options granted. The Company estimates the fair value of options at the grant date using the Black-Scholes model. For all stock options granted through June 30, 2024, the weighted average remaining service period is 1year.

Restricted Stock and Restricted Stock Units

In the six months ended June 30, 2024, the Company did not grant any restricted stock units or shares of restricted stock to employees, directors, or consultants under the 2019 Plan. Restricted stock issued to employees, directors, and consultants generally vest either at grant or vest over a period of one yearfrom the date of grant.

The following table summarizes the Company's restricted stock awards activity under the 2019 Plan during the six months ended June 30, 2024:

		Number of Unvested Shares			Weighted Average Grant Date Fair Value			Aggregate Value of Shares
Balance as of December 31, 2023			25			$	18.42			$	5,525
Granted			-				-				-
Vested			-				-				-
Forfeitures			-				-				-
Balance as of June 30, 2024			25			$	18.42			$	5,525

Note 15 - Unit Purchase Options and Warrants

The following table sets forth the activity of unit purchase options:

		Number of Unit Purchase Options			Weighted Average Exercise Price			Aggregate Intrinsic Value
Outstanding as of December 31, 2023		$	4,649			$	64.00			$	-
Granted			-				-				-
Exercised			-				-				-
Canceled			-				-				-
Balance as of June 30, 2024		$	4,649			$	64.00			$	-

The following table sets forth the activity of warrants:

		Number of Warrants			Weighted Average Exercise Price			Aggregate Intrinsic Value
Outstanding as of December 31, 2023			3,488,620			$	3.95			$	-
Granted			1,444,812				1.80				-
Exercised			(807,000	)			1.20				-
Canceled			-				-				-
Balance as of June 30, 2024			4,126,432			$	1.79			$	-

Warrants related to January and March 2023 Convertible Notes

In January and March 2023, the Company issued 5-year warrants to purchase 19,375shares of the common stock at an exercise price of $20.00related to the Q1 23 Convertible Notes. As of December 27, 2023, as an incentive for the Q1 23 Convertible Note holders to approve the extension, the Company agreed to lower the warrant exercise price to $2.25. As the terms for the note were deemed to be substantially different, the Company recognized a $163,278loss from debt extinguishment related to the change in terms.

Warrants related to February 2023 Convertible Debentures

On February 3 and February 17, 2023, the Company issued warrants (the "February Warrants") to purchase 12,500shares (the "February Warrant Shares") of common stock at an exercise price of $15.00per share as an inducement for issuing the February Debentures.

The February Warrants included anti-dilution protection whereby a subsequent offering priced below the February Warrants' strike price then in effect would entitle the February Investors to a reduction of such strike price to the price of such subsequent offering and an increase in the February Warrant Shares determined by dividing the dollar amount for which the February Warrants are exercisable by such lower strike price. As a result of the $2.85unit purchase price of the August 2023 Offering, following consummation of the August 2023 Offering, the February Warrants now entitle the February Investors to purchase a total 65,790at an exercise price of $2.85per February Warrant Share. On August 8, 2023, the Company issued 26,391shares of common stock upon exercise of one of the February Warrants on a net-exercise basis and on August 21, 2023, the Company issued 17,594shares of common stock upon exercise of the other February Warrant on a net-exercise basis. Following these exercises, there were no February Warrants outstanding.

Warrants related to March 2023 Registered Direct Offering

On March 23, 2023, the Company entered into a securities purchase agreement (the "March Purchase Agreement") with a certain institutional investor, pursuant to which the Company agreed to issue and sell to such investor (i) in a registered direct offering (the "RD Offering"), 69,000shares of common stock, and a pre-funded warrant (the "Pre-Funded Warrant") to purchase up to 115,000shares of common stock, at an exercise price of $0.20per share, and (ii) in a concurrent private placement (the "March Warrant Placement"), a common stock purchase warrant (the "March Warrant"), exercisable for an aggregate of up to 276,000shares of common stock, at an exercise price of $12.60per share. The securities to be issued in the RD Offering (priced at the marked under Nasdaq rules) were offered pursuant to the Company's shelf registration statement on Form S-3 (File 333-255096), initially filed by the Company with the SEC under the Securities Act, on April 7, 2021 and declared effective on April 16, 2021. All Pre-Funded Warrants were exercised by the investor in June 2023.

The March Warrant (and the shares of common stock issuable upon the exercise of the March Warrant) was not registered under the Securities Act and was offered pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder. The March Warrant is immediately exercisable upon issuance, will expire eight years from the date of issuance, and in certain circumstances may be exercised on a cashless basis.

On July 7, 2023, the Company entered into an Amendment to Securities Purchase Agreement (the "Armistice Amendment") with Armistice Capital Markets Ltd. to delete Section 4.12(a) of our March 23, 2023 Securities Purchase Agreement (the "Armistice SPA") with Armistice pursuant to which the Company agreed that from March 23, 2023 until 45 days after the effective date of the Resale Registration Statement (as defined below) the Company would not (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of common stock or common stock equivalents or (ii) file any registration statement or any amendment or supplement thereto, other than the prospectus supplement filed in connection with that offering and the Resale Registration Statement (the "Subsequent Equity Financing Provision"). In consideration of Armistice's agreement to enter into the Armistice Amendment and delete the Subsequent Equity Financing Provision from the Armistice SPA, the Company agreed to pay Armistice a fee a $1,000,000(the "Armistice Amendment Fee") within two days of the closing of the August 2023 Offering. Additionally, the Company agreed to include a proposal in our proxy statement for our 2023 Annual Meeting of Stockholders for the purpose of obtaining the approval of the holders of a majority of our outstanding voting common stock, to effectuate the reduction of the exercise price (the "Exercise Price Reduction") set forth in Section 2(b) of the common stock Purchase Warrants issued to Armistice on March 27, 2023 (the "Existing Warrants") to the per unit public offering price of the August 2023 Offering (or $2.85), in accordance with Nasdaq Rule 5635(d) (the "Stockholder Approval") with the recommendation of our board of directors that such proposal be approved. The Company also agreed to solicit proxies from our stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and that all management-appointed proxyholders shall vote their proxies in favor of such proposal. Further, if the Company did not obtain Stockholder Approval at the first meeting, the Company agreed to call a meeting every six (6) months thereafter to seek Stockholder Approval until the earlier of the date Stockholder Approval was obtained or the Existing Warrants were no longer outstanding. Until such approval was obtained, the exercise price of the Existing Warrants remained unchanged. At the 2023 Annual Meeting, the Company's stockholders approved the Exercise Price Reduction.

Warrants related to August 2023 Public Offering

In the August 2023 Offering, the Company issued and sold 1,580,000Units at a price of $2.85per Unit, with each Unit consisting of (i) one Share, and (ii) two August 2023 Warrants, each exercisable for one share of common stock at an exercise price of $2.85per share. In the aggregate, in the August 2023 Offering the Company issued 1,580,000Shares and 3,160,000Warrants. The securities issued in the August 2023 Offering were offered pursuant to the Company's registration statement on Form S-1 (File 333-273174), initially filed by the Company with the SEC under the Securities Act on July 7, 2023 and declared effective on August 3, 2023.

In connection with the August 2023 Offering, on August 4, 2023, the Company issued to the Placement Agent Placement Agent Warrants to purchase 110,600shares of common stock at an exercise price of $3.14. The Placement Agent Warrants (and the shares of common stock issuable upon the exercise of the Placement Agent Warrants) were not registered under the Securities Act and were offered pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder.

On April 17, 2024, the Company reduced the exercise price of the August 2023 Warrants from $2.85per share to $1.20per share effective April 17, 2024. The Company recognized a deemed dividend of $250,635related to repricing the August 2023 Warrants.

In April 2024, the Company issued 807,000shares of common stock for proceeds of $968,400upon the exercise of the August 2023 Warrants.

Triton Private Placement Warrants

On March 27, 2024, the Company issued to Triton private placement warrants (the "Triton Warrants") to purchase up to 1,000,000shares of its common stock at an exercise price of $2.00per share. The Triton Warrants were issued in a private placement concurrently with the Triton Purchase Agreement. The Company did not receive any proceeds from the Triton Warrants issuance. The Company recognized $971,012of stock compensation expense related to the Triton Warrants.

FirstFire Warrants

On April 5, 2024, the Company entered into a purchase agreement with FirstFire pursuant to which FirstFire agreed to purchase, and the Company agreed to issue and sell, (i) the FirstFire Note, (ii) a warrant (the "First Warrant") to purchase 229,167 shares of the Company's common stock at an exercise price of $1.20 per share, (iii) a warrant (the "Second Warrant") to purchase 500,000 shares of common stock at an exercise price of $0.01 issued to FirstFire, and (iv) 50,000 shares of common stock, for a purchase price of $250,000. Carter, Terry, & Company, Inc. acted as placement agent for the transaction, for which it received a cash fee of $25,000 and 11,655 restricted shares of the Company's common stock.

The First Warrant is to be immediately exercisable and will expire five years from the issuance date. The Second Warrant will only become exercisable if an event of default occurs under the FirstFire Note and will expire five years from the date on which such an event of default occurs (a "Triggering Event Date"). The Second Warrant includes a 'Returnable Warrant' clause, providing that the Second Warrant shall be cancelled and returned to the Company if the Note is fully extinguished before any Triggering Event Date.

Note 16 - Income Taxes

The Company uses the asset and liability method to account for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. If a carryforward exists, the Company decides as to whether the carryforward will be utilized in the future. Currently, a valuation allowance is established for all deferred tax assets and carryforwards as their recoverability is deemed to be uncertain. If the Company's expectations for future operating results at the federal or at the state jurisdiction level vary from actual results due to changes in healthcare regulations, general economic conditions, or other factors, it may need to adjust the valuation allowance, for all or a portion of the Company's deferred tax assets. The Company's income tax expense in future periods will be reduced or increased to the extent of offsetting decreases or increases, respectively, in the Company's valuation allowance in the period when the change in circumstances occurs. These changes could have a significant impact on the Company's future earnings.

Income tax expense was $0and $1,836for the three and six months ended June 30, 2024, compared to $2,865for three and six months ended June 30, 2023. The annual forecasted effective income tax rate for 2024 is 0%, with a year-to-date effective income tax rate for the six months ended June 30, 2024, of 0%.

Note 17 - Commitments and Contingencies

Insurance

The Company's insurance coverage is carried with third-party insurers and includes (i) general liability insurance covering third-party exposures, (ii) statutory workers' compensation insurance, (iii) excess liability insurance above the established primary limits for general liability and automobile liability insurance, (iv) property insurance, which covers the replacement value of real and personal property and includes business interruption, and (v) insurance covering our directors and officers for acts related to our business activities. All coverage is subject to certain limits and deductibles, the terms and conditions of which are common for companies with similar types of operations.

Legal Matters

The Company is not currently subject to any material legal proceedings; however, it could be subject to legal proceedings and claims from time to time in the ordinary course of its business, or legal proceedings it considered immaterial may in the future become material. Regardless of the outcome, litigation can, among other things, be time consuming and expensive to resolve, and can divert management resources.

Legacy NAYA Merger Agreement

On October 22, 2023, the Company, INVO Merger Sub Inc., a wholly owned subsidiary of the Company and a Delaware corporation ("Merger Sub"), and NAYA Therapeutics, Inc., a Delaware corporation formerly known as NAYA Biosciences, Inc. ("Legacy NAYA"), entered into an Agreement and Plan of Merger, as amended on October 25, 2023 (the "Merger Agreement").

Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub would merge (the "Merger") with and into Legacy NAYA, with Legacy NAYA continuing as the surviving corporation and a wholly owned subsidiary of the Company.

At the effective time and as a result of the Merger, each share of Class A common stock, par value $0.000001per share, of Legacy NAYA (the "Legacy NAYA common stock") outstanding immediately prior to the effective time of the Merger, other than certain excluded shares held by Legacy NAYA as treasury stock or owned by the Company or Merger Sub, would be converted into the right to receive 7.33333(subject to adjustment as set forth in the Merger Agreement) shares of a newly designated series of common stock, par value $0.0001per share, of the Company which shall be entitled to ten (10) votes per each share ("Company Class B common stock") for a total of approximately 18,150,000shares of the Company (together with cash proceeds from the sale of fractional shares, the "Merger Consideration").

Immediately following the effective time of the Merger, Dr. Daniel Teper, Legacy NAYA's current chairman and chief executive officer, will be named chairman and chief executive officer of the Company, and the board of directors will be comprised of at least nine (9) directors, of which (i) one shall be Steven Shum, the Company's current chief executive officer, and (ii) eight shall be identified by Legacy NAYA, of which seven (7) shall be independent directors.

The completion of the Merger is subject to satisfaction or waiver of certain customary mutual closing conditions, including (1) the adoption of the Merger Agreement by the stockholders of the Company and Legacy NAYA, (2) the absence of any injunction or other order issued by a court of competent jurisdiction or applicable law or legal prohibition prohibiting or making illegal the consummation of the Merger, (3) the completion of due diligence, (4) the completion of a private sale of the Company's preferred stock at a price per share of $5.00per share, in a private offering resulting in an amount equal to at least $2,000,000of gross proceeds to the Company in the aggregate, plus an additional amount as may be required prior to closing of the Merger to be determined in good faith by the parties to adequately support the Company's fertility business activities per an agreed forecast of the Company, as well as for a period of twelve (12) months post-Closing including a catch-up on the Company's past due accrued payables still outstanding (the "Interim PIPE"), (5) the aggregate of the liabilities of the Company, excluding certain specified liabilities, shall not exceed $5,000,000, (6) the receipt of waivers from any and all holders of warrants (and any other similar instruments) to securities of the Company, with respect to any fundamental transaction rights such warrant holders may have under any such warrants, (7) the continued listing of the Company common stock on NASDAQ through the effective time of the Merger and the approval for listing on NASDAQ of the shares of the Company common stock to be issued in connection with the Merger, the interim private offering, and a private offering of shares of Company common stock at a target price of $5.00per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Company common stock) resulting in sufficient cash available for the Company for one year of operations, as estimated by Legacy NAYA, (8) the effectiveness of a registration statement on Form S-4 to be filed by the Company pursuant to which the shares of Company common stock to be issued in connection with the Merger will be registered with the SEC, and the absence of any stop order suspending such effectiveness or proceeding for the purpose of suspending such effectiveness being pending before or threatened by the SEC, and (9) the Company shall have received customary lock-up Agreement from certain Company stockholders. The obligation of each party to consummate the Merger is also conditioned upon (1) the other party having performed in all material respects its obligations under the Merger Agreement and (2) the other party's representations and warranties in the Merger Agreement being true and correct (subject to certain materiality qualifiers); provided, however, that these conditions, other than with respects to certain representations and warranties, will be deemed waived by the Company upon the closing of the interim private offering.

The Merger Agreement contains termination rights for each of the Company and Legacy NAYA, including, among others: (1) if the consummation of the Merger does not occur on or before December 31, 2023 (the "End Date") (which has since been extended to April 30, 20204), except that any party whose material breach of the Merger Agreement caused or was the primary contributing factor that resulted in the failure of the Merger to be consummated on or before the End Date, (2) if any governmental authority has enacted any law or order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Merger, and (3) if the required vote of the stockholders of either the Company or Legacy NAYA has not been obtained. The Merger Agreement contains additional termination rights for Legacy NAYA, including, among others: (1) if the Company materially breaches its non-solicitation obligations or fails to take all action necessary to hold a stockholder meeting to approve the transactions contemplated by the Merger Agreement, (2) if the aggregate of the liabilities of the Company, excluding certain specified liabilities, exceed $5,000,000, (3) if Legacy NAYA determines that the due diligence contingency will not be satisfied by October 26, 2023, (4) if Legacy NAYA determines that the Company has experienced a material adverse effect, or (5) the Company material breaches any representation, warranty, covenant, or agreement such that the conditions to closing would not be satisfied and such breach is incapable of being cured, unless such breach is caused by Legacy NAYA's failure to perform or comply with any of the covenants, agreements, or conditions hereof to be performed or complied with by it prior to the closing.

If all of Legacy NAYA's conditions to closing are satisfied or waived and Legacy NAYA fails to consummate the Merger, Legacy NAYA would be required to pay the Company a termination fee of $1,000,000. If all of the Company's conditions to closing conditions are satisfied or waived and the Company fails to consummate the Merger, the Company would be required to pay Legacy NAYA a termination fee of $1,000,000.

On December 27, 2023, the Company entered into second amendment ("Second Amendment") to the Merger Agreement. Pursuant to the Second Amendment, the parties agreed to extend the End Date to October 14, 2024. The parties further agreed to modify the closing condition for the Interim PIPE from a private offering of shares of Company common stock at a price that is a premium to the market price of the Company common stock in an estimated amount of $5,000,000or more of gross proceeds to a private offering of the Company's preferred stock at a price per share of $5.00per share in an amount equal to at least $2,000,000to the Company, plus an additional amount as may be required prior to closing of the Merger to be determined in good faith by the parties to adequately support the Company's fertility business activities per an agreed forecast, as well as for a period of twelve (12) months post-closing including a catch-up on the Company's past due accrued payables still outstanding. The parties further agreed to the following schedule (the "Minimum Interim Pipe Schedule") for the initial $2,000,000: (1) $500,000 no later than December 29, 2023, (2) $500,000 no later than January 19, 2024, (3) $500,000 no later than February 2, 2024, and (4) $500,000 no later than February 16, 2024.The parties also further agreed to modify the covenant of the parties regarding the Interim PIPE to require Legacy NAYA to consummate the Interim PIPE before the closing of the Merger; provided, however, if the Company does not receive the initial gross proceeds pursuant to the Minimum Interim Pipe Schedule, the Company shall be free to secure funding from third parties to make up for short falls on reasonable terms under SEC and Nasdaq regulations.

Since June 30, 2024, the Company entered into a third amendment and fourth amendment to the Merger Agreement, then amended and restated the Merger Agreement, and consummated the Merger pursuant to the amended and restated terms on October 11, 2024. See Note 18 - Subsequent Events.

Note 18 - Subsequent Events

Consulting Shares

In August 2024, the Company issued 42,000shares of common stock to consultants in consideration of services rendered. These shares were issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The Company did not receive any cash proceeds from this issuance.

In October 2024, the Company issued 52,000shares of common stock to consultants in consideration of services rendered. These shares were issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The Company did not receive any cash proceeds from this issuance.

Nasdaq Compliance - Minimum Equity Requirement

On November 4, 2024, the Company received a notice from Nasdaq, dated October 30, 2024, informing the Company that it demonstrated compliance with the Equity Rule for continued listing on The Nasdaq Capital Market, as required by the Panel's decision dated June 18, 2024, as amended. The Company will be subject to a mandatory panel monitor for a period of one year from the date of the notification.

Nasdaq Compliance - Minimum Bid Price

On September 18, 2024, the Company received a letter from the Staff indicating that, based upon the closing bid price of the Company's common stock for the last 34 consecutive business days, the Company is not currently in compliance with the requirement to maintain a minimum bid price of $1.00per share for continued listing under Nasdaq Listing Rule 5550(a)(2).

The notice has no immediate effect on the listing of the Company's common stock, and its common stock will continue to trade on Nasdaq

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until May 17, 2025, to regain compliance with the minimum bid price requirement. If at any time before May 17, 2025, the closing bid price of the Company's common stock closes at or above $1.00per share for a minimum of 10 consecutive business days, Nasdaq will provide written notification that the Company has achieved compliance with the minimum bid price requirement, and the matter would be resolved. If the Company does not regain compliance prior to May 17, 2025, then Nasdaq may grant the Company a second 180 calendar day period to regain compliance, provided the Company (i) meets the continued listing requirement for market value of publicly-held shares and all other initial listing standards for The Nasdaq Capital Market, other than the minimum closing bid price requirement, and (ii) notifies Nasdaq of its intent to cure the deficiency within such second 180 calendar day period, by effecting a reverse stock split, if necessary.

The Company will continue to monitor the closing bid price of its common stock and will consider implementing available options to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules. If the Company does not regain compliance with the minimum bid price requirement within the allotted compliance periods, the Company will receive a written notification from Nasdaq that its securities are subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. There can be no assurance that the Company will regain compliance during either compliance period, or maintain compliance with the other Nasdaq listing requirements.

Standard Merchant Cash Advance Agreement

On September 25, 2024, the Company entered into a Standard Merchant Cash Advance Agreement (the "Sept 2024 Cash Advance Agreement") with a buyer (the "Buyer") under which the Buyer purchased $384,250of the Company's future sales for a gross purchase price of $265,000(the "Transaction"). The Company received net proceeds of $251,750. Until the purchase price has been repaid, the Company agreed to pay the Buyer $9,606per week. The Company intends to use the proceeds for working capital and general corporate purposes.

The Company received approval from its senior secured lender, Decathlon to consummate the Transaction pursuant to an Amended and Restated First Amendment (the "RSLA Amendment") to Revenue Loan and Security Agreement, dated September 29, 2023 between the Company and Decathlon (the "Revenue Loan and Security Agreement"). Pursuant to the Amendment, the minimum interest multiples set forth in the Revenue Loan and Security Agreement will automatically increase by 0.15x as of December 1, 2024 if the Company does not receive equity investments in the net amount of $1,000,000by November 30, 2024.

Decathlon, the Buyer, and the Company also signed a subordination agreement in which the Buyer subordinated its rights under the transaction to those of Decathlon.

Legacy NAYA Merger Agreement

On October 11, 2024 (the "Effective Time"), the Company, Merger Sub, and Legacy NAYA, entered into an Amended and Restated Agreement and Plan of Merger (the "Merger Agreement") and consummated and the transactions contemplated thereby. Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub merged with and into Legacy NAYA, with Legacy NAYA continuing as the surviving corporation and a wholly owned subsidiary of the Company.

At the Effective Time and as a result of the consummation of the Merger:

●

Each share of Class A common stock, par value $0.000001per share, and Class B common stock, par value $0.000001per share, of Legacy NAYA ("Legacy NAYA common stock") outstanding immediately prior to the effective time of the Merger, other than certain excluded shares held by Legacy NAYA as treasury stock or owned by the Company or Merger Sub, automatically converted into the right to receive 118,148shares of the Company's common stock and 30,375shares of the Company's newly-designated Series C-1 Convertible Preferred Stock (the "Series C-1 Preferred"). The Series C-1 Preferred is not redeemable, has no voting rights, and may not be converted into shares of the Company's Common Stock unless and until the Company's stockholders approve the issuance of common stock upon conversion of the Series C-1 Preferred. If the Company's stockholders approve the issuance of common stock upon conversion of the Series C-1 Preferred, such Series C-1 Preferred will automatically convert into approximately 29,515,315shares of the Company's common stock, subject to adjustment if, as a result of such conversion if, after giving effect to the conversion or issuance, any single holder, together with its affiliates, would beneficially own in excess of 19.99% of the Company's outstanding common stock.

●

Certain outstanding debt obligations of Legacy NAYA, including a portion of an amended and restated senior secured convertible debenture issued to FNL, with a combined principal balance of $8,575,833converted into the right to receive 669,508shares of the Company's common stock and 8,576shares of the Company's newly-designated Series C-2 Convertible Preferred Stock (the "Series C-2 Preferred"). The Series C-2 Preferred is only redeemable upon a "Bankruptcy Triggering Event" or a "Change of Control" that occurs 210 days after the closing date of the Merger. The Series C-2 Preferred may not be converted into shares of the Company's Common Stock unless and until the Company's stockholders approve the issuance of common stock upon conversion of the Series C-2 Preferred. If the Company's stockholders approve the issuance of common stock upon conversion of the Series C-2 Preferred, such Series C-2 Preferred will be convertible at the option of the holders into approximately 12,441,607shares of the Company's common stock , subject to limitations on beneficial ownership by the holders thereof.

●

The remaining balance of the amended and restated senior secured convertible debenture issued to FNL in the amount of $3,934,146was exchanged for a 7.0%Senior Secured Convertible Debenture in the principal balance of $3,934,146due December 11, 2025 (the "Debenture"). A description of the rights, preferences, and privileges of the Debenture are set forth below.

●

Legacy NAYA has been renamed to "NAYA Therapeutics Inc."

In addition, Legacy NAYA stock options shall be converted into Company options to acquire a number of shares of the Company's common stock equal to the number of shares of Legacy NAYA common stock subject to such Legacy NAYA options multiplied by 8.9108 (the "Exchange Ratio") (rounded up to the nearest whole share) at an exercise price per share of such Legacy NAYA stock option divided by the Exchange Ratio, and Legacy NAYA restricted stock units shall be converted into Company restricted stock units representing the right to receive a number of shares of the Company's common stock equal to the number of shares of Legacy NAYA common stock subject to such Legacy NAYA restricted stock unit multiplied by the Exchange Ratio. However, such options may not be exercised for shares of the Company's common stock and such restricted stock units may not be settled for shares of the Company's common stock unless and until the Company's stockholders approve the issuance of common stock upon exercise of such options and settlement of such restricted stock units.

Pursuant to the Merger Agreement, the Company is required to hold a meeting of its stockholders to, among other things, (i) ratify the Merger Agreement and the transactions contemplated thereby, including the Merger, (ii) approve the increase in the amount of authorized shares under the Company's Second Amended and Restated 2019 Stock Incentive Plan, (iii) approve the issuance of the Company's common stock issuable upon conversion of the Series C-1 Preferred and Series C-2 Preferred, and (iv) approve an amendment to the Company's articles of incorporation to (1) increase the number of shares of the Company's authorized common stock to 100,000,000shares, and (2) effectuate a reverse stock split of the Company's common stock at a ratio ranging from any whole number between 1-for-2 and 1-for-20, as determined by the Company's board of directors in its discretion.The Company also agreed to take all action necessary to hold the aforementioned stockholder meeting as soon as reasonably practicable.

The Company has agreed to file a registration statement with the SEC to register for resale the shares of the Company's common stock issued pursuant to the Merger and the shares of common stock issuable upon exercise or conversion of the Series C-1 Preferred, the Series C-2 Preferred, and the Debenture, as applicable, as soon as practicable but in no event later than 30 days after the Closing Date.

7.0% Senior Secured Convertible Debenture

In connection with the Merger, on October 11, 2024, the Company issued the Debenture to FNL in an exchange of an outstanding note of Legacy NAYA held by FNL. The Debenture carries an interest rate of seven percent (7%) per annum, payable on the first business day of each calendar month commencing November 1, 2024. The maturity date of the Debenture is December 11, 2025(the "Maturity Date"), at which point the outstanding principal amount, together with any accrued and unpaid interest and other fees, shall be due and payable to the holder of the Debenture.

Conversion. At any time after the Company's stockholders approve the issuance of any Company common stock upon conversion of the Debenture, the holder of the Debenture will be entitled to convert any portion of the outstanding and unpaid principal amount and accrued interest into shares of Company common stock at a conversion price of $0.93055 per share, subject to adjustment as described therein. The Debenture may not be converted and shares of Company common stock may not be issued upon conversion of the Debenture if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding common stock of the Company.

Prepayment. The Company may not prepay the Debenture without the prior written consent of FNL

Monthly Redemption. Commencing March 14, 2025 and on the 14^th of each month thereafter until the Maturity Date, the Company shall redeem $437,127.24, plus accrued but unpaid interest and other fees, of the principal amount of the Debenture.

Mandatory Redemption. While any portion of the Debenture is outstanding, if the Company receives gross proceeds of more than $3,000,000 from any equity or debt financings (other than a public offering as described herein), the Company shall, at the option of the holder, apply one-third (1/3) of such gross proceeds to the redemption of the principal amount of the Debenture, except that if such equity or debt financing is a public offering of the Company's securities pursuant to a registration statement on Form S-1, the Company shall, at the option of the holder, apply one hundred percent (100%) of such gross proceeds, not to exceed $500,000, to the redemption of the principal amount of the Debenture.

The Debenture contains events representations, warranties, covenants, and events of default that are customary for similar transactions. Upon an event of default, the Debenture becomes immediately due and payable, and the Borrower is subject to a default rate of interest of 15%per annum and a default sum as stipulated.

Joinder Agreement

In connection with the Merger, the Company entered in a joinder agreement (the "Joinder Agreement") with FNL dated as of October 11, 2024 to a certain securities purchase agreement dated as of January 3, 2024 by and between Legacy NAYA and FNL (the "FNL SPA") pursuant to which the Company agreed to become a party to the FNL SPA.

Assignment and Assumption Agreement

In connection with the Merger, on October 11, 2024, the Company entered in an assignment and assumption agreement (the "Assignment Agreement"), pursuant to which the Company agreed to assume the rights, duties, and liabilities of Legacy NAYA under a certain registration rights agreement dated as of September 12, 2024 by and between Legacy NAYA and FNL, pursuant to which the Company agreed to register FNL's resale of shares of Company common stock issuable upon conversion of the Debenture and the Series C-2 Preferred as well as certain commitment shares issued to FNL in connection with the transactions.

Second Amendment to Revenue Loan and Security Agreement

On October 11, 2024, the Company entered into a second amendment to Revenue Loan and Security Agreement (the "Second Amendment") with Decathlon, the Company's CEO, and certain subsidiaries of the Company (the "Guarantors"), pursuant to which Decathlon consented to the Merger and Legacy NAYA becoming a subsidiary of the Company. Pursuant to the Second Amendment, Legacy NAYA joined the Revenue Loan and Security Agreement as a Guarantor. The Company agreed to pay down its loan by at least $500,000and increase its monthly payments by up to $30,000if the Company closes a private offering of its securities. The Company also agreed to retain an investment banker to pursue a financing or a sale if it fails to meet certain liquidity covenants. The Company also agreed to enter into an intercreditor agreement with Decathlon and FNL within 5 business days of the Merger.

Name Change and Application for Symbol Change

On October 15, 2024, the Company changed its corporate name to NAYA Biosciences, Inc., pursuant to an Amendment to Articles of Incorporation filed with the Nevada Secretary of State on October 15, 2024 (the "Name Change"). Pursuant to Nevada law, a stockholder vote was not necessary to effectuate the Name Change.

On October 22, 2024 the Company's common stock ceased trading under the ticker symbol "INVO" and begin trading under its new ticker symbol, "NAYA", on the Nasdaq Capital Market.

Series C-1 Preferred

The Company's Articles of Incorporation, as amended, authorizes the Company to issue 100,000,000shares of preferred stock, $0.0001par value per share, issuable from time to time in or more series ("Preferred Stock"). On October 14, 2024, the Company filed with the Nevada Secretary of State a Certificate of Designation of Series C-1 Convertible Preferred Stock (the "Series C-1 Certificate of Designation") which sets forth the rights, preferences, and privileges of the Series C-1 Preferred. Thirty thousand three hundred seventy five (30,375) shares of Series C-1 Preferred with a stated value of $1,000.00per share were authorized under the Series C-1 Certificate of Designation.

Each share of Series C-1 Preferred has a stated value of $1,000.00, which is convertible into shares of the Company's common stock (the "Common Stock") at a conversion price equal to $1.02913per share, subject to adjustment. The Series C-1 Preferred may not be converted into shares of the Company's Common Stock unless and until the Company's stockholders approve the issuance of common stock upon conversion of the Series C-1 Preferred. Each share of Series C-1 Preferred shall automatically convert into the Company's common stock if the Company's stockholders approve the issuance, except that the Company may not effect such conversion if, after giving effect to the conversion or issuance, the holder, together with its affiliates, would beneficially own in excess of 19.99% of the Company's outstanding common stock.

Commencing on the ninety-first (91st) day after the first issuance of any Series C-1 Preferred, the holders of Series C-1 Preferred shall be entitled to receive dividends on the stated value at the rate of two percent (2%) per annum, payable in shares of the Company's common stock at the conversion price. Such dividends shall continue to accrue until paid. Such dividends will not be paid in shares of the Company's common stock unless and until the Company's stockholders approve the issuance of common stock upon conversion of the Series C-1 Convertible Preferred Stock. The holders of Series C-1 Preferred shall also be entitled to receive a pro-rata portion, on an as-if convertible basis, of any dividends payable on Common Stock.

The Series C-1 Preferred ranks senior to the Company's common stock and junior to the Series C-2 Preferred. Subject to the rights of the holders of any senior securities, in the event of any voluntary or involuntary liquidation, dissolution, or winding up, or sale of the Company, each holder of Series C-1 Preferred shall be entitled to receive its pro rata portion of an aggregate payment equal to the amount as would be paid on the Company's common stock issuable upon conversion of the Series C-1 Preferred, determined on an as-converted basis, without regard to any beneficial ownership limitation.

Other than those rights provided by law, the Series C-1 Preferred has no voting rights. The Series C-1 Preferred is not redeemable.

Series C-2 Preferred Stock

On October 14, 2024, the Company filed with the Nevada Secretary of State a Certificate of Designation of Series C-2 Convertible Preferred Stock (the "Series C-2 Certificate of Designation") which sets forth the rights, preferences, and privileges of the Series C-2 Preferred. Eight thousand five hundred seventy six (8,576) shares of Series C-2 Preferred with a stated value of $1,000.00per share were authorized under the Series C-2 Certificate of Designation.

Each share of Series C-2 Preferred has a stated value of $1,000.00, which, along with any additional amounts accrued thereon pursuant to the terms of the Series C-2 Certificate of Designation (collectively, the "Conversion Amount") is convertible into shares of the Company's common stock (the "Common Stock") at a conversion price equal to $0.6893per share, subject to adjustment. The Series C-2 Preferred may not be converted into shares of the Company's Common Stock unless and until the Company's stockholders approve the issuance of common stock upon conversion of the Series C-2 Convertible Preferred Stock. Each share of Series C-2 Preferred shall become convertible into the Company's common stock at the option of the holder of such Series C-2 Preferred shares if the Company's stockholders approve the issuance of common stock upon conversion of the Series C-2 Preferred, except that the Company may not effect such conversion if, after giving effect to the conversion or issuance, the holder, together with its affiliates, would beneficially own in excess of 9.99% of the Company's outstanding common stock.

Commencing on the ninety-first (91st) day after the first issuance of any Series C-2 Preferred, the holders of Series C-2 Preferred shall be entitled to receive dividends on the stated value at the rate of ten percent (10%) per annum, payable in shares of the Company's common stock, with each payment of a dividend payable in shares of the Company's common stock at a conversion price of eighty-five percent (85%) of the average of the volume weighted average price of the Company's common stock for the five (5) trading days before the applicable dividend date. Such dividends shall continue to accrue until paid. Such dividends will not be paid in shares of the Company's common stock unless and until the Company's stockholders approve the issuance of common stock upon conversion of the Series C-2 Preferred. The holders of Series C-2 Preferred shall also be entitled to receive a pro-rata portion, on an as-if convertible basis, of any dividends payable on Common Stock.

The Series C-2 Preferred ranks senior to the Company's common stock and to the Series C-1 Preferred. Subject to the rights of the holders of any senior securities, in the event of any voluntary or involuntary liquidation, dissolution, or winding up, or sale of the Company, each holder of Series C-2 Preferred shall be entitled to receive its pro rata portion of an aggregate payment equal to the greater of (a) 125% of the Conversion Amount with respect to such shares, and (b) the amount as would be paid on the Company's common stock issuable upon conversion of the Series C-2 Preferred, determined on an as-converted basis, without regard to any beneficial ownership limitation.

Other than those rights provided by law, the Series C-2 Preferred has no voting rights. The Series C-2 Preferred is only redeemable upon a "Bankruptcy Triggering Event" or a "Change of Control" that occurs 210 days after the closing date of the Merger.

Debt Conversion

On October 14, 2024, the Company issued 190,000shares of common stock with a fair value of $190,000as a result of a partial conversion of the FirstFire Note and accrued interest thereon. No gain or loss was recorded on conversion, as the issuance of common stock was pursuant to the terms of a prior agreement.

Departure of Officer

Effective November 15, 2024, Michael J. Campbell, the Company's Chief Operating Officer and Vice President of Business Development, retired from the Company, and Mr. Campbell and the Company mutually agreed to terminate his employment agreement.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission ("SEC"), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

Our management, including the Chief Executive Officer and the Chief Financial Officer, carried out an evaluation of the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report. These disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of June 30, 2024 due solely to the events that led to the restatements of our audited financial statements for the periods ending June 30, 2021 through June 30, 2024. As a result, management determined a material weakness in our internal control over financial reporting existed due to the accounting treatment of our right-of-use ("ROU") asset and corresponding lease liability for our operating leases on our balance sheet. Management's review was insufficient to identify an error in the incremental borrowing rate that led to our restatement of our financial statements, as described in Note 2 to the Notes to Financial Statements included in this Form 10-Q. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Quarterly Report on Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 6. Exhibits

Exhibit No.		Description
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File - the cover page from the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 is formatted in Inline XBRL

		* Filed herewith.
		** Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on November 19, 2024.

	NAYA Biosciences, Inc.
Date: November 19, 2024	By:	/s/ Steven Shum
		Steven Shum, Chief Executive Officer
		(Principal Executive Officer)
Date: November 19, 2024	By:	/s/ Andrea Goren
		Andrea Goren, Chief Financial Officer
		(Principal Financial and Accounting Officer)