INVO Fertility Receives Nasdaq Notification Regarding Late Filing of Annual Report on Form 10-K

Rhea-AI Summary

INVO Fertility (Nasdaq: IVF) received a Nasdaq notice on April 23, 2026 for late filing of its Form 10-K for the year ended December 31, 2025, which was due April 15, 2026.

The notice does not affect the company's current Nasdaq listing or trading. The delay stems from additional time needed to review complex accounting matters, including the tax provision, warrant accounting, and variable interest entity accounting. The company has 60 calendar days to submit a compliance plan; Nasdaq may grant up to 180 days from the due date if the plan is accepted.

Positive

• Common stock remains listed and continues trading on Nasdaq under symbol IVF
• Company is actively working to complete and file the Annual Report promptly
• Company has 60 days to submit a Nasdaq compliance plan (from April 23, 2026)

Negative

• Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) due to late 10-K
• Delay caused by complex accounting reviews: tax provision, warrants, and VIE accounting
• Potential risk of further Nasdaq action if compliance plan is not accepted

News Market Reaction – IVF

-2.08%

-2.08% Session close to close

In the Apr 30 session, IVF declined 2.08%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement highlights a compliance setback: INVO Fertility missed its April 15, 2026 Form 10‑...

Analysis

This announcement highlights a compliance setback: INVO Fertility missed its April 15, 2026 Form 10‑K deadline and received a Nasdaq notice under Rule 5250(c)(1). The company has 60 days to submit a remediation plan and may have up to 180 days to regain compliance, while shares continue trading under the existing symbol. Investors may monitor how quickly the 10‑K is filed, the resolution of complex tax and warrant accounting issues, and any follow-on Nasdaq communications alongside recent capital-structure and acquisition activity.

Key Figures

10-K fiscal year: Year ended December 31, 2025 10-K due date: April 15, 2026 Nasdaq notice date: April 23, 2026 +5 more

8 metrics

10-K fiscal year Year ended December 31, 2025 Annual Report on Form 10-K period covered

10-K due date April 15, 2026 Original SEC filing deadline for Annual Report

Nasdaq notice date April 23, 2026 Date Nasdaq notified IVF of Rule 5250(c)(1) deficiency

Compliance plan window 60 calendar days Time to submit plan to regain Nasdaq Rule 5250(c)(1) compliance

Maximum cure period 180 calendar days Potential extended period to regain compliance if plan accepted

Nasdaq Rule 5250(c)(1) Rule 5250(c)(1) Requires timely filing of all periodic SEC reports

Nasdaq Rule 5810(c)(2)(F) Rule 5810(c)(2)(F) Specifies timeframe and process for submitting compliance plan

Nasdaq Rule 5810(b) Rule 5810(b) Requires prompt public disclosure of deficiency notice

Historical Context

5 past events · Latest: Mar 25 (Negative)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Mar 25	Reverse stock split	Negative	-6.2%	Implemented 1-for-5 reverse split to maintain Nasdaq listing and adjust capitalization.
Mar 05	Clinic technology upgrade	Positive	-2.1%	Wisconsin clinic adopted FDA-cleared time-lapse incubation to enhance embryo monitoring.
Mar 03	Network partnership	Positive	-7.0%	Wisconsin clinic joined Progyny network, gaining access to employer-sponsored fertility patients.
Feb 19	Clinic acquisition	Positive	-4.2%	Closed Family Beginnings acquisition, adding profitable clinic contributing 18% of prior revenue.
Feb 11	Patent issuance	Positive	-0.9%	New U.S. patent extends INVOcell intravaginal culture system IP protection through 2040.

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

Pattern Detected

Across the last five news events, IVF shares sold off after both positive operational updates and structural actions, showing a pattern of negative reactions regardless of headline tone.

Recent Company History

Over recent months, INVO Fertility has focused on structural and growth initiatives, including a 1-for-5 reverse split effective Mar 27, 2026 and the acquisition of Family Beginnings for $760,000, adding roughly $1.0M revenue and $0.2M net income for the nine months ended Sep 30, 2025. The Wisconsin clinic joined the Progyny network, accessing over 7.2M covered lives, and adopted time-lapse incubation technology. A U.S. patent issued in Feb 2026 extends INVOcell protection to 2040. Despite these developments, each event saw a negative next-day price reaction, framing today’s compliance setback against an already weak trading backdrop.

Key Terms

annual report on form 10-k, nasdaq listing rule 5250(c)(1), variable interest entity accounting, warrant accounting, +2 more

6 terms

annual report on form 10-k regulatory

"has not yet filed its Annual Report on Form 10-K for the fiscal year"

An annual report on Form 10‑K is a required, comprehensive filing that publicly traded companies give to regulators and investors summarizing their business, results of operations, detailed financial statements reviewed by independent auditors, material risks, legal issues and management’s discussion of performance. Investors use it like a company’s year‑end report card and medical checkup: it reveals how the business made money, where it is vulnerable, and the facts needed to compare value, judge risk and make informed investment decisions.

nasdaq listing rule 5250(c)(1) regulatory

"not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”)"

Nasdaq Listing Rule 5250(c)(1) requires companies listed on the Nasdaq stock exchange to promptly notify the exchange if their stock price falls below a certain minimum level, known as the "initial listing standards." This rule helps ensure that investors are aware of significant declines in a company's stock value, which could signal financial trouble or increased risk. Essentially, it helps maintain transparency and protect investors by keeping them informed about important changes in a company's stock performance.

variable interest entity accounting financial

"including the tax provision accounting, certain warrant accounting, and variable interest entity accounting"

Variable interest entity accounting is the set of accounting rules that decide when a company must include a separate legal entity’s assets, liabilities and results on its own financial statements even if it doesn’t own a majority of the voting shares. Think of it like deciding who holds responsibility when one person controls another through contracts instead of ownership; for investors this matters because it changes how much risk, debt and assets appear on a company’s balance sheet and therefore affects valuation and credit assessments.

warrant accounting financial

"due to additional time required to review certain complex accounting matters, including the tax provision accounting, certain warrant accounting"

Warrant accounting is how a company records and reports the financial effects of issuing warrants—documents that give holders the option to buy shares later at a set price. It matters to investors because the chosen accounting treatment (shown on the balance sheet and income statement) affects reported profit, equity and potential share dilution, much like how marking a coupon as either a future sale or a promise can change a store’s current receipts and inventory outlook.

tax provision accounting financial

"additional time required to review certain complex accounting matters, including the tax provision accounting"

Tax provision accounting is the process of estimating and recording the income tax expense a company reports on its financial statements for a given period, including amounts currently payable and expected future taxes that arise from timing differences between accounting rules and tax rules. Think of it like estimating this month’s utility bill while also accounting for charges that will show up later; it matters to investors because it affects reported profits, cash flow expectations and signals tax-related risks or benefits that can change a company’s valuation.

nasdaq hearings panel regulatory

"the Company will have the opportunity to appeal that decision before a Nasdaq Hearings Panel"

A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.

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

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SARASOTA, Fla., April 29, 2026 (GLOBE NEWSWIRE) -- INVO Fertility, Inc. (Nasdaq: IVF) (“INVO” or the “Company”), a healthcare services fertility company focused on expanding access to advanced reproductive treatment through the establishment, acquisition and operation of fertility clinics and related businesses and technologies, today announced that on April 23, 2026, it received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission (“SEC”). Specifically, the Company has not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”), which was due no later than April 15, 2026.

The Notice has no immediate effect on the listing of the Company's common stock on Nasdaq, and the Company's common stock will continue to trade on Nasdaq under the symbol “IVF” at this time.

The Company is working diligently to complete and file the Annual Report as soon as practicable. The delay in filing is due to additional time required to review certain complex accounting matters, including the tax provision accounting, certain warrant accounting, and variable interest entity accounting. The Company intends to file the Annual Report as promptly as possible.

Pursuant to Nasdaq Listing Rule 5810(c)(2)(F), the Company has 60 calendar days from the date of the Notice to submit a plan to Nasdaq to regain compliance with the Rule. If Nasdaq accepts the Company's plan, Nasdaq may grant the Company up to 180 calendar days from the due date of the Annual Report to regain compliance. If Nasdaq does not accept the Company's plan, the Company will have the opportunity to appeal that decision before a Nasdaq Hearings Panel.

This press release is being issued pursuant to Nasdaq Listing Rule 5810(b), which requires prompt public disclosure of receipt of a deficiency notice.

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 four operational fertility clinics in the United States. 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 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 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

Why did INVO Fertility (IVF) receive a Nasdaq notice on April 23, 2026?

Because INVO did not file its Form 10-K for year ended December 31, 2025 by the April 15, 2026 deadline. According to the company, the filing delay relates to additional review of complex accounting matters including tax provision, warrant accounting, and VIE accounting.

Will INVO Fertility stock (IVF) stop trading after the Nasdaq deficiency notice?

No — the Nasdaq notice has no immediate effect on trading and shares continue to trade under IVF. According to the company, its common stock will remain listed while it works to regain compliance.

What deadlines does INVO Fertility (IVF) face to regain Nasdaq compliance?

INVO has 60 calendar days from April 23, 2026 to submit a compliance plan to Nasdaq. According to the company, if Nasdaq accepts the plan, it may grant up to 180 calendar days from the original due date to regain compliance.

What accounting issues caused INVO Fertility's (IVF) Form 10-K delay?

The company cited additional time needed to review the tax provision, certain warrant accounting, and variable interest entity accounting. According to INVO, these complex accounting matters are the reason for the delayed filing.

What happens if Nasdaq rejects INVO Fertility's (IVF) compliance plan?

If Nasdaq does not accept the plan, INVO will have the opportunity to appeal to a Nasdaq Hearings Panel. According to the company, further Nasdaq actions could follow if the appeal is unsuccessful.