INVO Fertility, Inc SEC Filings

INVO Fertility, Inc. reports third‑quarter 2025 results with modest growth in fertility clinic activity but much larger losses after a strategic refocus. For the nine months ended September 30, 2025, total revenue rose to $5.26 million from $4.85 million, mainly from clinic revenue of $5.18 million. Operating expenses climbed to $11.08 million, and loss from operations widened to $5.83 million.

A major factor was the acquisition and subsequent divestiture of NAYA Therapeutics, which generated a $16.45 million loss from discontinued operations and contributed to a total net loss of $25.33 million for the period, versus $5.47 million a year earlier. Total assets fell to $18.83 million from $46.45 million after removing NAYA’s held‑for‑sale assets. Cash was $0.36 million, with $7.04 million used by operations and $6.69 million provided by financings, including equity and warrant proceeds.

The company ended the quarter with an accumulated deficit of $93.09 million and discloses that these losses, limited cash, and dependence on external financing raise substantial doubt about its ability to continue as a going concern.

INVO Fertility, Inc. filed a notice that it will be late in submitting its Form 10-Q for the quarter ended September 30, 2025. The company states it needs additional time to finalize the financial statements and expects to file the quarterly report within the 5‑day extension period allowed for Form 10-Q filings.

INVO Fertility also anticipates a significant change in its results of operations. Net loss for the three months ended September 30, 2025 is expected to increase by approximately $1 million compared with the same quarter in 2024, driven primarily by an approximately $0.9 million noncash loss from debt extinguishment. This indicates a larger quarterly loss mainly due to an accounting charge related to debt repayment.

INVO Fertility, Inc. filed a resale prospectus covering up to 8,345,774 shares of common stock to be offered and sold by Five Narrow Lane LP. The shares consist of stock issuable upon conversion of the Series C-2 Non-Voting Convertible Preferred and upon exercise of an Inducement Warrant.

The company is not selling any shares in this offering and will not receive proceeds from sales by the selling stockholder. INVO may receive up to $344,000 only if the warrant is exercised. Sales may occur on Nasdaq or through negotiated transactions at market or varying prices.

The Series C-2 Preferred and the warrant include a 9.99% beneficial ownership limitation. Shares outstanding were 5,624,012 as of October 13, 2025; this is a baseline figure, not the amount being offered. The filing notes potential dilution from conversions/exercises and lists standard resale methods, including brokerage transactions and short sales after effectiveness.

INVO Fertility reported an unregistered equity financing. On October 16, 2025, an institutional holder exercised its Additional Investment Right to purchase 500 shares of Series C-2 Convertible Preferred with an aggregate stated value of $500,000, for $500,000 in cash.

Following the exercise, the conversion price on the C-2 Preferred adjusted to $0.6285 per share. The preferred shares, and any common stock issuable upon conversion, were sold and will be issued without registration under the Securities Act in reliance on Section 4(a)(2) and/or Rule 506 as transactions not involving a public offering.

INVO Fertility, Inc. filed an S-1 to register up to 8,345,774 shares of common stock for resale by Five Narrow Lane LP. The Shares comprise up to 770,973 shares issuable upon exercise of an Inducement Warrant and up to 7,574,801 shares issuable upon conversion of Series C-2 Non-Voting Convertible Preferred Stock.

The company is not selling any shares and will not receive proceeds from reseller transactions; it may receive up to $344,000 only if the Inducement Warrant is exercised. A 9.99% beneficial ownership cap applies to conversions and exercises. INVO will bear registration expenses, while the selling stockholder will bear selling costs.

Common stock trades on Nasdaq as “IVF”; the last reported price was $0.7283 per share on October 13, 2025. Shares outstanding were 5,624,012 as of October 13, 2025. The filing permits multiple sale methods, including exchange and over-the-counter transactions, privately negotiated sales, and short sales after effectiveness.

Steven Shum, listed as Chief Executive Officer and a Director of INVO Fertility, Inc. (IVF), filed a Form 4 reporting an equity compensation transaction dated 08/26/2025. The filing shows a grant of a stock option with an exercise price of $1.01 covering 42,000 underlying shares, exercisable through 08/26/2035. The option vests in four equal installments beginning on the first day of the calendar quarter following 08/26/2025 and on the first day of each calendar quarter thereafter until fully vested. Following the reported transaction, the filing lists beneficial ownership of 42,451 shares of common stock held directly.