INVO Bioscience, Inc. announced that it has entered into a purchase agreement with returning investor FirstFire Global Opportunities Fund LLC managed by FirstFire Capital Management LLC to issue a convertible promissory note with an aggregate principal amount of $275,000 at an original issue discount in the amount of $25,000 for gross proceeds of $250,000, which is convertible into shares of the company?s common stock, par value $0.0001 per share, a first warrant to purchase 229,167 shares of the company?s common stock at an exercise price of $1.20 per share, a Second Warrant to purchase 500,000 shares common stock at an exercise price of $0.01 issued to the Buyer and 50,000 shares of common stock at a price of $5 per share for the gross proceeds of $250,000; for total gross proceeds of $500,000 on April 5, 2024. The note carries an interest rate of 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 note is 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 Note.

The holder of the note is entitled to convert any portion of the outstanding and unpaid principal amount and accrued interest into conversion shares at a conversion price of $1 per share, subject to adjustment. The company may prepay the note at any time in whole or in part by paying a sum of money equal to 110% of the sum of the principal amount to be redeemed plus the accrued and unpaid interest. The company offered and sold the note, the First Warrant, the Second Warrant, and the Commitment Shares pursuant to an exemption from registration under the Securities Act of 1933, as amended provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder.