INVO Fertility Signs Definitive Purchase Agreement to Acquire Indiana-Based Fertility Clinic “Family Beginnings”

Rhea-AI Summary

INVO Fertility (Nasdaq: IVF) signed a definitive purchase agreement to acquire Family Beginnings, a fertility clinic serving Indiana and the Midwest, advancing a previously announced intent from Nov 27, 2025.

Key terms: purchase price $750,000 for non-clinical assets, $350,000 cash at closing (subject to $150,000 holdback), and $400,000 in Series D non-voting convertible preferred stock. Family Beginnings reported $1.2M revenue and $0.2M net income for the trailing 12 months ended Sept 30, 2025. Closing expected no later than Feb 27, 2026. Dr. James Donahue will continue to lead under a three-year agreement.

Positive

• Acquisition adds a clinic with $1.2M revenue (TTM Sept 30, 2025)
• Acquisition includes management continuity: Dr. Donahue to lead for three years
• Considerable stock component: $400,000 issued as Series D preferred

Negative

• Cash at closing limited to $350,000 with a $150,000 holdback
• Deal purchases non-clinical assets, clinical operations continuity relies on contract

Key Figures

Family Beginnings revenue $1.2M Trailing 12 months ended Sep 30, 2025

Family Beginnings net income $0.2M Trailing 12 months ended Sep 30, 2025

Acquisition purchase price $750,000 Non-clinical assets of Family Beginnings

Cash at closing $350,000 Cash component of purchase price, before $150,000 holdback

Holdback amount $150,000 Deducted from cash at closing, subject to conditions

Preferred stock consideration $400,000 Series D Non-Voting Convertible Preferred Stock

Outside closing date Feb 27, 2026 Expected latest date to close the transaction

Clinic leadership term 3 years Initial term of Dr. Donahue’s leadership agreement

Market Reality Check

$1.18 Last Close

Volume Volume 107,098 is well below the 20-day average of 1,032,269 shares ahead of this news. low

Technical Shares at $1.18 were trading well below the $17.10 200-day moving average before the announcement.

Peers on Argus

Peers showed mixed moves (e.g., VERO +7.11%, TIVC -0.5%, NAOV -1.95%, NUWE +2.6%), suggesting stock-specific rather than sector-wide drivers.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 02	Financing / dilution	Negative	-11.8%	At-the-market private placement with $4.0M gross proceeds and new warrants.
Nov 28	Acquisition intent	Positive	+11.0%	Announced intent to acquire Family Beginnings fertility clinic in Indiana.
Nov 25	Reverse stock split	Negative	-20.2%	1-for-8 reverse split to consolidate shares and adjust share count structure.
Nov 17	Earnings update	Negative	-5.1%	Q3 2025 revenue growth alongside larger net loss and negative EBITDA.
Oct 27	Tech partnership	Positive	-7.4%	AI scribe partnership to automate documentation at Wisconsin Fertility Institute.

Pattern Detected

Recent news often saw price declines after financings, structural actions, and even a positive AI partnership, while the prior Family Beginnings acquisition-intent headline produced a notable gain.

Recent Company History

Over the last few months, INVO issued multiple material updates, including a 1-for-8 reverse split, a $4.0M private placement, and Q3 2025 results showing revenue growth but continued net losses. The company also advanced its strategy via an AI scribe partnership and the prior announcement of intent to acquire Family Beginnings on Nov 28, 2025. Today’s definitive purchase agreement reflects a further step in that same acquisition track, building on November’s intent disclosure.

Market Pulse Summary

This announcement advances INVO’s strategy by moving from an earlier intent to a signed definitive agreement to acquire Family Beginnings, a clinic with $1.2M in revenue and $0.2M net income over the last year. The $750,000 purchase price blends cash and convertible preferred stock, with closing expected by February 27, 2026. In context of recent financings and ongoing losses, investors may focus on integration execution, clinic profitability, and future capital needs.

Key Terms

definitive purchase agreement financial

"announced that it has signed a definitive purchase agreement to acquire"

A definitive purchase agreement is the final, legally binding contract that sets out the exact terms of a sale of a company, business unit, or significant assets, including the price, what is being sold, and the steps both sides must take to close the deal. For investors it matters because it replaces preliminary talks with concrete obligations and timelines, clarifying risks, expected cash flows, and whether the proposed transaction is likely to be completed — like signing the final deed after negotiating the offer.

in vitro fertilization medical

"the clinic offers a full suite of reproductive services, including in vitro fertilization (IVF)"

In vitro fertilization (IVF) is a medical procedure that fertilizes an egg with sperm outside the body in a laboratory dish, then transfers the resulting embryo to a uterus to achieve pregnancy. Investors care because IVF drives demand for specialized clinics, medical devices, drugs, and insurance coverage—similar to how a new product line creates sales and service needs—so changes in treatment success rates, regulation, or patient demand can affect revenues and costs across healthcare and biotech companies.

intravaginal culture medical

"intravaginal culture (IVC) using our INVOcell device"

A fertility technique in which eggs and sperm are placed together inside a small, sealed device that is inserted into the woman’s vagina so fertilization and initial embryo development occur using body heat instead of a full laboratory incubator. For investors, it matters because it can lower clinic costs, broaden access to assisted reproduction, and shift demand toward smaller medical devices and different regulatory and reimbursement pathways—similar to moving part of a factory process back into the customer's hands.

intrauterine insemination medical

"including in vitro fertilization (IVF), intravaginal culture (IVC) ... intrauterine insemination (IUI)"

Intrauterine insemination is a fertility procedure in which processed sperm is placed directly into a woman’s uterus near the time of ovulation to raise the chance of fertilization. Investors track it because the procedure’s popularity, regulatory rules, and the cost of related supplies and medications affect revenue for clinics, device makers and healthcare firms; imagine placing a package at the front door to make delivery more likely.

third-party reproduction medical

"IUI), third-party reproduction services, fertility preservation, advanced diagnostic testing"

Third-party reproduction is when people use another person's eggs, sperm, embryos or womb to create or carry a pregnancy, such as through donated gametes or surrogacy. Investors pay attention because it shapes demand for fertility services, drugs, medical devices and legal or regulatory risks—think of it like outsourcing a key part of a production line that changes costs, revenue streams and potential liabilities for healthcare businesses.

AI-generated analysis. Not financial advice.

Signing of definitive purchase agreement represents critical next step in completing previously announced acquisition

SARASOTA, Fla. and INDIANAPOLIS, Dec. 17, 2025 (GLOBE NEWSWIRE) -- INVO Fertility, Inc. (Nasdaq: IVF) (“INVO” or the “Company”), a healthcare fertility company focused on the establishment, acquisition, and operation of fertility clinics and related businesses and technologies, today announced that it has signed a definitive purchase agreement to acquire Family Beginnings, P.C., a respected fertility clinic serving patients across Indiana and the broader Midwest.

The execution of the purchase agreement marks a critical milestone following the Company’s November 27, 2025 announcement of its intent to acquire Family Beginnings, and represents the next key step toward completing the transaction and advancing INVO’s strategy to expand its footprint of fertility care centers across the United States.

Family Beginnings generated revenue of approximately $1.2 million and net income of approximately $0.2 million for the trailing 12-month period ended September 30, 2025.

“We are pleased to move forward with this strategic acquisition, which aligns with our mission to increase access to advanced fertility care,” said Steve Shum, CEO of INVO. “Family Beginnings, under the leadership of James Donahue MD, brings a strong clinical reputation, an experienced team, and a shared commitment to patient-centered, cost-effective fertility solutions. The closing of the transaction remains subject to standard conditions and we expect it to occur no later than February 27, 2026. We look forward to integrating its operations into INVO and to working closely with the Family Beginnings team to expand on the solid foundation they have built and further grow the practice within the local market.”

Founded in the late 1990s, Family Beginnings has served thousands of patients across Indiana and surrounding states. Known for its personalized care model and strong success rates, the clinic offers a full suite of reproductive services, including in vitro fertilization (IVF), intravaginal culture (IVC) using our INVOcell device, intrauterine insemination (IUI), third-party reproduction services, fertility preservation, advanced diagnostic testing, and comprehensive patient education and support programs.

INVO will acquire the non-clinical assets of Family Beginnings through INVO Centers LLC, a wholly owned subsidiary, for a combined purchase price of $750,000. Of this amount, $350,000 will be paid in cash at closing, less a holdback amount of $150,000, and $400,000 will be paid in the Company’s preferred stock to be designated as Series D Non-Voting Convertible Preferred Stock. Dr. Donahue will continue to lead the clinic under an agreement with an initial term of three years.

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 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. These forward-looking statements include, but are not limited to, statements regarding the potential acquisition of Family Beginnings, the terms and conditions of any such potential acquisition, whether such acquisition will occur on the terms set forth in the non-binding term sheet, if at all, and the impact of the acquisition on INVO’s current and future product offerings, business, and financial results and condition. 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 , including but not limited to the risks that INVO and Family Beginnings will not be able to negotiate and enter into a definitive purchase agreement for the Family Beginnings business on terms set forth in the non-binding term sheet or at all, regulatory and other risks associated with INVO’s ability to complete such an acquisition even if a definitive purchase agreement is executed, and, if it occurs, other risks and uncertainties associated with the integration of the Family Beginnings business and whether INVO will achieve its desired or expected business, operational, and financial outcomes from the acquisition. 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 are the financial terms of INVO Fertility's acquisition of Family Beginnings (IVF)?

INVO will pay a combined $750,000: $350,000 cash at closing (less a $150,000 holdback) and $400,000 in Series D non-voting convertible preferred stock.

When does INVO expect the Family Beginnings acquisition (IVF) to close?

The company expects the transaction to close no later than February 27, 2026, subject to standard closing conditions.

What were Family Beginnings' recent financial results included in the INVO (IVF) announcement?

Family Beginnings generated approximately $1.2M revenue and $0.2M net income for the trailing 12 months ended September 30, 2025.

Will the clinic leadership remain after INVO's acquisition of Family Beginnings (IVF)?

Yes; Dr. James Donahue will continue to lead the clinic under an agreement with an initial three-year term.

What assets is INVO acquiring from Family Beginnings in the IVF deal?

INVO will acquire the non-clinical assets of Family Beginnings through its subsidiary INVO Centers LLC for the stated purchase price.