INVO Fertility Announces Pricing of $4.0 Million Private Placement Priced At-The-Market Under Nasdaq Rules

Rhea-AI Summary

INVO Fertility (NASDAQ: IVF) announced a private placement priced at-the-market under Nasdaq rules to a single institutional investor on Dec 2, 2025. The company agreed to sell 2,366,864 shares (or pre-funded warrants) plus warrants to purchase up to 4,733,728 shares at a combined effective price of $1.69 per share plus accompanying warrants. Gross proceeds are estimated at approximately $4.0 million before placement agent fees and expenses. Warrants carry a $1.69 exercise price, will be exercisable upon shareholder approval, and expire five years after such approval. Closing is expected on or about Dec 3, 2025, subject to customary conditions; Maxim Group is sole placement agent. The company will file a resale registration statement with the SEC.

Positive

• Gross proceeds of approximately $4.0 million
• Institutional investor committed to full placement
• Warrants provide potential future cash upon exercise
• Placement agent Maxim Group engaged for execution

Negative

• Potential issuance of up to 7,100,592 shares (common + warrants)
• Net proceeds reduced by placement agent fees and expenses
• Warrants exercisable only after shareholder approval, delaying cash inflow
• Warrants expire five years from shareholder approval

News Market Reaction

-11.83% 1.7x vol

18 alerts

-11.83% News Effect

+6.6% Peak Tracked

-27.5% Trough Tracked

-$429K Valuation Impact

$3M Market Cap

1.7x Rel. Volume

On the day this news was published, IVF declined 11.83%, reflecting a significant negative market reaction. Argus tracked a peak move of +6.6% during that session. Argus tracked a trough of -27.5% from its starting point during tracking. Our momentum scanner triggered 18 alerts that day, indicating notable trading interest and price volatility. This price movement removed approximately $429K from the company's valuation, bringing the market cap to $3M at that time. Trading volume was above average at 1.7x the daily average, suggesting increased trading activity.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Gross proceeds: $4.0 million Securities sold: 2,366,864 shares Warrants issued: 4,733,728 shares +5 more

8 metrics

Gross proceeds $4.0 million Private placement offering size before fees and expenses

Securities sold 2,366,864 shares Common stock or pre-funded warrants in the private placement

Warrants issued 4,733,728 shares Shares underlying warrants issued in the offering

Offering price $1.69 Combined effective price per share (or pre-funded warrant) plus warrants

Warrant exercise price $1.69 Exercise price per share for the accompanying warrants

Warrant term 5 years Expiration is five years from shareholder approval of exercisability

Closing date Dec 3, 2025 Expected closing date subject to customary conditions

Current share price $1.43 Pre-news trading price versus $1.69 offering and exercise price

Market Reality Check

Price: $1.37 Vol: Volume 233,649 is below t...

low vol

$1.37 Last Close

Volume Volume 233,649 is below the 20-day average of 1,016,556 ahead of this financing news. low

Technical Shares at $1.43 are trading below the 200-day MA of $17.50, reflecting a prolonged downtrend.

Peers on Argus

Peers showed mixed moves, with names like TIVC up 14.16% while others such as NU...

1 Down

Peers showed mixed moves, with names like TIVC up 14.16% while others such as NUWE were down 11.55%, indicating IVF’s financing-related weakness is stock-specific rather than a broad sector move.

Historical Context

5 past events · Latest: Dec 02 (Negative)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 02	Private placement	Negative	-11.8%	Dilutive private placement with common stock and warrants to raise cash.
Nov 28	Clinic acquisition	Positive	+11.0%	Intent to acquire Family Beginnings fertility clinic to expand network.
Nov 25	Reverse stock split	Negative	-20.2%	1-for-8 reverse split to consolidate shares and maintain listing.
Nov 17	Earnings update	Negative	-5.1%	Q3 2025 revenue growth but higher net loss and negative EBITDA.
Oct 27	AI partnership	Positive	-7.4%	Partnership to deploy AI scribe tools at Wisconsin Fertility Institute.

Pattern Detected

The stock has often traded lower on financings, corporate actions, and even some operational updates, while acquisition news has drawn a more positive response.

Recent Company History

This announcement follows a series of capital-structure and strategic moves. A 1-for-8 reverse split on Nov 28, 2025 and prior unregistered financings, including preferred issuances and warrant-related registrations, highlight reliance on external funding. Q3 2025 results showed revenue growth but continued losses, and a planned acquisition of the Family Beginnings clinic signaled network expansion. The current $4.0M private placement continues this financing pattern as the company builds out its fertility clinic platform.

Market Pulse Summary

The stock dropped -11.8% in the session following this news. A negative reaction despite the cash in...

Analysis

The stock dropped -11.8% in the session following this news. A negative reaction despite the cash infusion fits a pattern where financings and capital-structure moves, such as the recent reverse split, have coincided with downside moves. The offering of 2,366,864 shares plus 4,733,728 warrant shares at $1.69 can be perceived as dilutive. With prior filings flagging substantial losses and going-concern risks, sentiment may remain cautious around additional equity issuance.

Key Terms

private placement, at-the-market, warrants, section 4(a)(2), +3 more

7 terms

private placement financial

"warrants to purchase up to an aggregate 4,733,728 shares of common stock, in a private placement priced"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

at-the-market financial

"shares of common stock, in a private placement priced at-the-market under Nasdaq rules"

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

warrants financial

"together with warrants to purchase up to an aggregate 4,733,728 shares of common stock"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

section 4(a)(2) regulatory

"placement under Section 4(a)(2) of the Securities Act of 1933, as amended"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

regulation d regulatory

"and/or Regulation D promulgated thereunder, and the securities have not been registered"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

registration statement regulatory

"The Company has agreed to file a registration statement with the Securities and Exchange Commission"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

prospectus regulatory

"Any offering of the securities under the resale registration statement will only be made by means of a prospectus."

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

AI-generated analysis. Not financial advice.

SARASOTA, Fla., Dec. 02, 2025 (GLOBE NEWSWIRE) -- INVO Fertility, Inc. (“INVO” or the “Company”) (NASDAQ: IVF), a healthcare company focused on the fertility market, today announced that it has entered into a securities purchase agreement with a single institutional investor to purchase 2,366,864 shares of common stock (or pre-funded warrants in-lieu thereof), together with warrants to purchase up to an aggregate 4,733,728 shares of common stock, in a private placement priced at-the-market under Nasdaq rules (the “Offering”). The combined effective offering price for each share of common stock (or pre-funded warrant in-lieu thereof) and accompanying warrants is $1.69. The warrants will have an exercise price of $1.69 per share, will be exercisable upon shareholder approval and will expire on the five year anniversary from such date of shareholder approval.

The gross proceeds to the Company from the Offering are estimated to be approximately $4.0 million before deducting the placement agent’s fees and other estimated Offering expenses. The Offering is expected to close on or about December 3, 2025, subject to the satisfaction of customary closing conditions.

Maxim Group LLC is acting as the sole placement agent in connection with the Offering.

The offer and sale of the foregoing securities are being made in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder, and the securities have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The Company has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the securities purchased in the private placement.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state. Any offering of the securities under the resale registration statement will only be made by means of a prospectus.

About INVO Fertility

We are a healthcare services fertility company dedicated to expanding assisted reproductive technology (“ART”) care to patients in need. Our principal commercial strategy is focused on building, acquiring and operating fertility clinics, including “INVO Centers” dedicated primarily to offering the intravaginal culture (“IVC”) procedure enabled by our INVOcell® medical device (“INVOcell”) and US-based, profitable in vitro fertilization (“IVF”) clinics. We have two operational INVO Centers in the United States and one IVF clinic. We also continue to engage in the sale and distribution of our INVOcell technology solution into third-party owned and operated fertility clinics. The INVOcell is a proprietary and revolutionary medical device, and the first to allow fertilization and early embryo development to take place in vivo within the woman’s body. The IVC procedure provides patients with a more natural, intimate, and affordable experience in comparison to other ART treatments. We believe the IVC procedure can deliver comparable results at a fraction of the cost of traditional IVF and is a significantly more effective treatment than intrauterine insemination (“IUI”). For more information, please visit www.invofertility.com.

Safe Harbor Statement

This release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company invokes the protections of the Private Securities Litigation Reform Act of 1995. All statements regarding the Company’s ability to satisfy closing conditions for the offering, our expected future financial position, results of operations, cash flows, financing plans, business strategies, products and services, competitive positions, growth opportunities, plans and objectives of management for future operations, as well as statements that include words such as “anticipate,” “if,” “believe,” “plan,” “estimate,” “expect,” “intend,” “may,” “could,” “should,” “will,” and other similar expressions are forward-looking statements. All forward-looking statements involve risks, uncertainties, and contingencies, many of which are beyond our control, which may cause actual results, performance, or achievements to differ materially from anticipated results, performance, or achievements. Factors that may cause actual results to differ materially from those in the forward-looking statements include those set forth in our filings at www.sec.gov. We are under no obligation to (and expressly disclaim any such obligation to) update or alter our forward-looking statements, whether as a result of new information, future events, or otherwise.

For more information, please contact:

INVO Fertility, Inc.
Steve Shum, CEO
978-878-9505
sshum@invofertility.com

Investor Contact
Lytham Partners, LLC
Robert Blum
602-889-9700
INVO@lythampartners.com

FAQ

What did INVO Fertility (IVF) announce on December 2, 2025 regarding financing?

INVO announced a private placement to sell 2,366,864 shares plus warrants to purchase 4,733,728 shares for combined proceeds of approximately $4.0 million at a $1.69 effective price.

How many shares could INVO (IVF) potentially issue from the offering and warrants?

The offering could result in up to 7,100,592 additional shares when combining the common shares (or pre-funded warrants) and associated warrants.

When will the INVO (IVF) warrants become exercisable and what is the exercise price?

The warrants have a $1.69 exercise price and will be exercisable upon shareholder approval, expiring five years after that approval.

When is the INVO (IVF) private placement expected to close?

The Offering is expected to close on or about December 3, 2025, subject to customary closing conditions.

Who is acting as placement agent for INVO Fertility (IVF)?

Maxim Group is acting as the sole placement agent in connection with the Offering.

Will INVO (IVF) register the resale of the securities sold in the private placement?

Yes; the company has agreed to file a resale registration statement with the SEC to register resale of the privately placed securities.