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United States securities and exchange commission logo
July 20, 2023
Steven Shum
Chief Executive Officer
INVO Bioscience, Inc.
5582 Broadcast Court
Sarasota, Florida 34240
Re:INVO Bioscience, Inc.
Registration Statement on Form S-1
Filed July 7, 2023
File No. 333-273174
Dear Steven Shum:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.We note your disclosure of the maximum offering of $15,000,000. Please revise here, and
throughout the registration statement, to clearly state the amount of securities being
offered and the price per share. Refer to Items 501(b)(2)-(3) of Regulation S-K.
Risk Factors, page 7
2.We note that you are registering for a primary offering of a significant amount of shares of
your common stock and warrants. Please revise to include risk factor disclosure describing
the impact of sales in connection with this offering, including the risk and impact of
potential stock price volatility, potential sales of a substantial portion of your shares, and
any potential change in control upon the conversion, issuance, or sale of your securities.

 FirstName LastNameSteven Shum
 Comapany NameINVO Bioscience, Inc.
 July 20, 2023 Page 2
 FirstName LastName
Steven Shum
INVO Bioscience, Inc.
July 20, 2023
Page 2
General
3.We note your disclosure in the Summary and Risk Factors section relating to the
notice from Nasdaq indicating that the company is not in compliance with the continued
listing requirements and has requested a hearing before the Nasdaq Hearings Panel. We
also refer to your disclosure in the Form 8-K filed July 7, 2023 that the company's hearing
before the Nasdaq Hearings Panel was held on July 6, 2023. Please revise to disclose the
results of such hearing and the status of the company's non-compliance with the Nasdaq
requirements pertaining to the minimum bid price for listed stock pursuant to Nasdaq
Listing Rule 5550(a)(2).
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Nicholas O'Leary at 202-551-4451 or Jane Park at 202-551-7439 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Greg Carney, Esq.