Ademi LLP is investigating INVO (Nasdaq: INVO) for possible breaches of fiduciary duty and other violations of law in its transaction with NAYA Biosciences.
In the transaction, NAYA Biosciences’ shareholders will receive 7.3333 shares of INVO for each share of NAYA Biosciences at closing, for a total of approximately 18,150,000 shares of INVO. Following the closing, the combined company is expected to operate under the name “NAYA Biosciences”. INVO and NAYA shareholders will own approximately 12% and 88%, respectively, of the combined company. The transaction agreement unreasonably limits competing transactions for INVO by imposing a significant penalty if INVO accepts a competing bid. INVO insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of INVO’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.