INVO Fertility Enters into $7.5 Million Warrant Inducement Priced At-the-Market Under Nasdaq Rules

Rhea-AI Summary

INVO Fertility (NASDAQ: IVF) entered a warrant inducement agreement to lower the exercise price of December 2025 warrants to $1.59 and has an investor agreeing to immediately exercise warrants to buy 4,733,728 shares, generating approximately $7.5 million gross proceeds before fees.

The company will issue 9,467,456 new unregistered warrants at $1.59 per share, subject to shareholder approval, and expects to close the exercise on or about January 30, 2026, subject to customary conditions.

Positive

• Expected gross proceeds of approximately $7.5 million
• Immediate conversion of 4,733,728 warrants into common stock
• Commitment to file a SEC registration for resale of new-warrant shares

Negative

• Issuance of 9,467,456 new warrants creates substantial potential dilution
• New warrants are unregistered and offered privately pending shareholder approval
• Shareholder approval requirement may delay exercise or issuance timetable

Argus Jan 29 session

-12.96% close to close Open Argus

Details

News Market Reaction – IVF

On Jan 29, the day this news came out, IVF closed 12.96% below the previous close.

Data tracked by StockTitan Argus for the Jan 29 session.

Market Context

On Jan 29, the day this news came out, the stock closed 13.0% below the previous close. A negative r...

Analysis

On Jan 29, the day this news came out, the stock closed 13.0% below the previous close. A negative reaction to this warrant inducement would be consistent with IVF’s history of selling pressure on financing news, such as the Dec 2, 2025 private placement that aligned with a -11.83% move. While the transaction brings in about $7.5 million in gross proceeds, it also adds potential dilution through millions of new warrant shares. Investors reviewing this context may focus on how repeated equity-linked financings interact with prior going‑concern disclosures and operating losses.

Key Figures

Amended exercise price: $1.59 Warrant exercise proceeds: $7.5 million Existing warrants exercised: 4,733,728 shares +4 more

Amended exercise price

$1.59

Reduced exercise price for December 2025 Warrants

Warrant exercise proceeds

$7.5 million

Gross proceeds from immediate warrant exercises before fees

Existing warrants exercised

4,733,728 shares

Shares of common stock underlying December 2025 Warrants

New warrant shares

9,467,456 shares

Shares underlying New Warrants issued as inducement

New warrant exercise price

$1.59

Exercise price per share for New Warrants

New warrant term

5.5 years

Expiration from date of shareholder approval

Closing date

January 30, 2026

Expected closing of warrant exercise transactions

Historical Context

5 past events · Latest: Jan 13

5 events

1. Jan 13

   Conference participation

   24h Move

   -4.8%

   Announcement of participation in Lytham Partners 2026 investor healthcare summit.

2. Dec 30

   Leadership realignment

   24h Move

   +10.0%

   Executive structure realigned to support clinic acquisition growth strategy.

3. Dec 17

   Clinic acquisition deal

   24h Move

   -9.8%

   Definitive agreement to acquire Family Beginnings fertility clinic non-clinical assets.

4. Dec 02

   Private placement financing

   24h Move

   -11.8%

   At-the-market private placement with warrants for gross proceeds of $4.0M.

5. Nov 28

   Acquisition intent

   24h Move

   +11.0%

   Intent announced to acquire Family Beginnings fertility clinic in Indianapolis.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

warrant inducement agreement, at-the-market, nasdaq rules, unregistered warrants, +3 more

7 terms

warrant inducement agreement financial

"today announced it has entered into a warrant inducement agreement with an investor"

A warrant inducement agreement is a contract in which a company offers warrants—rights to buy shares at a set price—to a person or group as a sweetener to secure their support, service, or approval for a transaction or role. Investors care because these warrants can increase the total number of shares if exercised, diluting existing ownership and potentially changing the company’s valuation and control dynamics; think of it as paying someone with future stock-buying tickets to get them on board.

at-the-market financial

"$7.5 Million Warrant Inducement 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.

nasdaq rules regulatory

"$7.5 Million Warrant Inducement Priced At-the-Market Under Nasdaq Rules"

Nasdaq rules are a set of guidelines and requirements that companies must follow to be listed and remain on the Nasdaq stock exchange. These rules help ensure companies are transparent, financially healthy, and operate fairly, which is important for investors to trust the market and make informed decisions. Think of them as the standards that keep the marketplace honest and organized.

unregistered warrants financial

"the Company also agreed to issue to the investor unregistered warrants to purchase"

Unregistered warrants are instruments that give their holder the right to buy a company's shares at a set price in the future, but they have not been registered with securities regulators for public resale. Because they are limited in who can hold or sell them and often carry resale restrictions, they matter to investors by creating potential future dilution of existing shares and offering a less liquid, higher-risk way to gain exposure compared with registered securities — like a coupon that can only be used or traded under specific conditions.

registration statement regulatory

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

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.

securities and exchange commission regulatory

"with the Securities and Exchange Commission (“SEC”) covering the resale"

A national government agency that enforces rules for buying, selling and disclosing information about stocks and other investments, acting like a referee and scorekeeper for financial markets. It requires companies to share clear, regular financial and business information and investigates fraud or rule-breaking, which matters to investors because those rules and disclosures help ensure fair prices, reduce hidden risks and make it easier to compare investment choices.

private placement financial

"The New Warrants described above are being offered in a private placement pursuant"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

SARASOTA, Fla., Jan. 29, 2026 (GLOBE NEWSWIRE) -- INVO Fertility Inc. (“INVO” or the “Company”) (NASDAQ: IVF), a healthcare company focused on the fertility market, today announced it has entered into a warrant inducement agreement with an investor (“Investor”) for the immediate exercise of certain outstanding warrants that the Company issued on December 3, 2025 (the “December 2025 Warrants”). Pursuant to a warrant inducement agreement, the Investor has agreed to a reduced exercise price of the outstanding December 2025 Warrants to an amended exercise price of $1.59, and to exercise the outstanding December 2025 Warrants to purchase an aggregate of 4,733,728 shares of the Company’s common stock at the amended exercise price of $1.59. The gross proceeds from the exercise of the warrants are expected to be approximately $7.5 million, prior to deducting financial advisory fees and estimated offering expenses.

Maxim Group LLC is acting as the exclusive Financial Advisor for the transaction.

In consideration for the immediate exercise of the existing warrants, the Company also agreed to issue to the investor unregistered warrants to purchase an aggregate of 9,467,456 shares of the Company’s common stock with an exercise price of $1.59 per share (the “New Warrants”). The New Warrants will be subject to shareholder approval and will expire on the five and one-half year anniversary from the date of shareholder approval. The Company has agreed to file a registration statement with the Securities and Exchange Commission (“SEC”) covering the resale of the shares of common stock issuable upon exercise of the New Warrants.

The closing of the warrant exercise transactions is expected to occur on or about January 30, 2026, subject to satisfaction of customary closing conditions.

The New Warrants described above are being offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”) and, along with the shares of common stock issuable upon their exercise, have not been registered under the 1933 Act, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (“SEC”) or an applicable exemption from such registration requirements.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About INVO Fertility

We are a healthcare services fertility company dedicated to expanding access to 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 INVOcell to third-party owned and operated fertility clinics. 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 connected, 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. 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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did INVO Fertility (IVF) announce about the January 29, 2026 warrant inducement?

INVO Fertility agreed to reduce December 2025 warrant exercise price to $1.59 and an investor will exercise warrants to buy 4,733,728 shares. According to INVO Fertility, gross proceeds are expected to be approximately $7.5 million before fees.

How many new warrants will INVO Fertility issue and what are their terms (IVF)?

The company will issue 9,467,456 new unregistered warrants with a $1.59 exercise price, subject to shareholder approval. According to INVO Fertility, the new warrants expire five-and-one-half years after shareholder approval.

When is the closing expected for the warrant exercise transaction for IVF stock?

The closing is expected on or about January 30, 2026, subject to customary closing conditions. According to INVO Fertility, the timetable depends on satisfying those customary conditions and completing required filings.

What is the expected cash impact of the warrant exercise for INVO Fertility (IVF)?

The immediate exercise of the amended warrants is expected to generate approximately $7.5 million in gross proceeds before fees and expenses. According to INVO Fertility, this amount is prior to financial advisory fees and estimated offering expenses.

Will INVO Fertility (IVF) register the shares issuable from the new warrants?

INVO Fertility has agreed to file a registration statement with the SEC covering resale of shares issuable upon exercise of the new warrants. According to INVO Fertility, the company will pursue registration for those resale shares.

How will the warrant inducement likely affect IVF shareholders in the short term?

Short-term effects include immediate share issuance and potential dilution from both exercised warrants and 9,467,456 new warrants. According to INVO Fertility, shareholder approval and registration steps will influence timing and liquidity impacts.