NAYA Biosciences (NAYA) Files for 10M Unit Offering

NAYA Biosciences (NASDAQ: NAYA) has filed the following:

This prospectus relates to the sale by NAYA Biosciences, Inc., formerly known as INVO Bioscience, Inc. (the “Company”, “NAYA”, “we”, “us” or “our”) of up to _________ units (“Units”), each consisting of one share of common stock, par value $0.0001per share (the “Common Stock”) and one warrant, to purchase one share of our Common Stock at an assumed public offering price of $_____ per Unit. The warrants are exercisable from and after the date of their issuance and expire on the anniversary of such date, at an exercise price of $_____ per share of Common Stock, which is equal to 100% of the public offering price per Unit in this offering.

We are also offering to each purchaser whose purchase of Units in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of our outstanding shares of Common Stock immediately following the consummation of this offering, the opportunity to purchase, if the purchaser so chooses, Units each consisting of one pre-funded warrant to purchase one share of Common Stock (“Pre-Funded Warrants”) (in lieu of one share of Common Stock) and one warrant. The Pre-Funded Warrant will be exercisable for one share of Common Stock. The purchase price of a Unit that includes a Pre-Funded Warrant will equal the price per Unit that includes a share of Common Stock, minus $0.01, and the exercise price of the Pre-Funded Warrant will be $0.01 per share. For each Unit including a Pre-Funded Warrant purchased (without regard to any limitation on exercise set forth therein), the number of Units including a share of Common Stock we are offering will be decreased on a one-for-one basis.

The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The shares of Common Stock (or Pre-Funded Warrants) and the warrants comprising the Units are immediately separable and will be issued separately in this offering

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