SEC Comment Letter 0000000000-24-008168 to INVO Fertility, Inc. (IVF)
INVO Fertility, Inc.
Date: July 18, 2024 · CIK: 0001417926 · Accession: 0000000000-24-008168
AI Filing Summary & Sentiment
File numbers found in text: 333-279593
Letter
July 18, 2024 Steven Shum Chief Executive Officer INVO Bioscience, Inc. 5582 Broadcast Court Sarasota, Florida 34240 Re:INVO Bioscience, Inc. Correspondence Dated July 8, 2024 Registration Statement on Form S-3 Filed May 21, 2024 File No. 333-279593 Dear Steven Shum: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our June 5, 2024 letter. Correspondence Dated July 8, 2024 Incorporation of Certain Documents by Reference, page 2 We have read your response to prior comment 1 and reissue in part. Please provide the objective evidence that you used to determine the purported incremental borrowing rates cited in your response. In this regard, please note that these estimates should be based on relevant objective and observable data and also any market-based data that is comparable to the registrant’s facts and circumstances. Your analysis should provide all calculations and clearly correlate your conclusions with the actual borrowing rates reported in the Registrant’s financial statements as well as the Registrant’s operating performance and liquidity at inception of the leases. In your response, please also clarify how you reasonably concluded that the Registrant’s incremental borrowing rates could possibly range as low as 2.54% given the Registrant’s consistent operating losses and cash flow deficits and the fact that the Registrant’s actual borrowing rates range from 10% to 100%. Also, if you used an assumption about the spread in market rates between collateralized 1.
July 18, 2024 Page 2 and uncollateralized debt then please provide that data to us. We may have further comment. Please contact Robert Augustin at 202-551-8483 or Katherine Bagley at 202-551-2545 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc:Marc Indeglia
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July 18, 2024
Steven Shum
Chief Executive Officer
INVO Bioscience, Inc.
5582 Broadcast Court
Sarasota, Florida 34240
Re:INVO Bioscience, Inc.
Correspondence Dated July 8, 2024
Registration Statement on Form S-3 Filed May 21, 2024
File No. 333-279593
Dear Steven Shum:
We have reviewed your amended registration statement and have the following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our June 5, 2024 letter.
Correspondence Dated July 8, 2024
Incorporation of Certain Documents by Reference, page 2
We have read your response to prior comment 1 and reissue in part. Please provide the
objective evidence that you used to determine the purported incremental borrowing rates
cited in your response. In this regard, please note that these estimates should be based on
relevant objective and observable data and also any market-based data that is comparable
to the registrant’s facts and circumstances. Your analysis should provide all calculations
and clearly correlate your conclusions with the actual borrowing rates reported in the
Registrant’s financial statements as well as the Registrant’s operating performance and
liquidity at inception of the leases. In your response, please also clarify how you
reasonably concluded that the Registrant’s incremental borrowing rates could possibly
range as low as 2.54% given the Registrant’s consistent operating losses and cash flow
deficits and the fact that the Registrant’s actual borrowing rates range from 10% to 100%.
Also, if you used an assumption about the spread in market rates between collateralized 1.
July 18, 2024
Page 2
and uncollateralized debt then please provide that data to us. We may have further
comment.
Please contact Robert Augustin at 202-551-8483 or Katherine Bagley at 202-551-2545
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Marc Indeglia