Welcome to our dedicated page for INVO Fertility SEC filings (Ticker: IVF), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The INVO Fertility, Inc. (Nasdaq: IVF) SEC filings page provides access to the company’s regulatory disclosures as a Nevada-incorporated healthcare services fertility company. Through these documents, investors can review how INVO Fertility reports on its fertility clinic operations, INVOcell device activities, financing transactions, and governance matters.
Key filings for IVF include annual and quarterly reports on Forms 10-K and 10-Q, which present financial statements, management’s discussion and analysis, and segment information distinguishing clinic revenue from product revenue related to INVOcell. These reports also describe the company’s focus on building, acquiring, and operating fertility clinics, its two INVO Centers and one IVF clinic, and its ongoing sale and distribution of the INVOcell device to third-party clinics.
Investors can also examine current reports on Form 8-K, where INVO Fertility discloses material events such as the asset purchase agreement to acquire the non-clinical assets of Family Beginnings in Indiana, settlement agreements related to clinic acquisitions, unregistered sales of equity securities, and the implementation of a 1-for-8 reverse stock split. These filings provide timely detail on acquisitions, capital structure changes, and other significant corporate actions.
Registration statements on Form S-1 outline the terms under which existing security holders may resell shares of common stock, including those issuable upon conversion of Series C-2 Non-Voting Convertible Preferred Stock or exercise of warrants. Proxy materials on Schedule 14A describe proposals such as auditor ratification, increases in authorized common stock, and amendments to stock incentive plans, along with information on security ownership and executive and director compensation.
On this page, AI-powered tools can help summarize lengthy filings, highlight important sections in annual reports (10-K) and quarterly reports (10-Q), and make it easier to understand complex financing structures and warrant terms. Users can also monitor insider-related and capital structure disclosures through the company’s 8-K and S-1 filings, and track how these regulatory documents relate to the IVF stock and its fertility-focused business model.
INVO Fertility, Inc. closed its acquisition of Indiana-based fertility clinic Family Beginnings P.C. through subsidiary Wood Violet Fertility LLC. Buyer acquired the clinic’s non-medical assets and an affiliated professional corporation purchased the medical assets under related asset purchase agreements.
The combined consideration included cash at closing and 400 shares of Series D Non-Voting Convertible Preferred Stock issued to the seller. INVO also entered into a 10-year Management Services Agreement with a Florida professional corporation to provide management and operational support services for the practice.
To support operations, INVO’s subsidiary signed a lease for 4,387 rentable square feet in Indianapolis, with initial annual base rent of $132,398.61 and 2% annual increases starting in month sixteen. INVO created a new Series D Preferred class, authorizing 4,000 shares with a $1,000 stated value each, convertible into common stock at an initial price of $1.20 per share, subject to a 4.99% (or up to 9.99% on election) beneficial ownership cap.
INVO Fertility, Inc. ownership disclosure: Armistice Capital, LLC and Steven Boyd report beneficial ownership of 602,965 shares of common stock, representing 9.99% of the class as of 12/31/2025. The filing states Armistice Capital exercises shared voting and dispositive power over these shares.
The schedule explains the shares are held by Armistice Capital Master Fund Ltd., for which Armistice Capital is investment manager; Mr. Boyd is managing member of Armistice Capital. The Master Fund is identified as the direct holder and has the right to receive dividends or sale proceeds.
INVO Fertility, Inc. is registering for resale up to 9,467,456 shares of common stock issuable upon exercise of an Inducement Warrant held by Armistice Capital Master Fund Ltd. The warrant carries a $1.59 per share exercise price, and INVO may receive up to $15,053,255 if it is fully exercised.
INVO will not receive any proceeds from Armistice’s resale of shares, only from warrant exercises. The company plans to use any net proceeds primarily to acquire additional fertility clinics and related businesses, fund capital expenditures, and support working capital and general corporate purposes.
Armistice’s warrant is subject to a 9.99% beneficial ownership limitation, and INVO’s common stock traded at $1.37 per share on Nasdaq on January 30, 2026. The prospectus warns that issuance and resale of these shares could dilute existing holders and pressure the stock price.
INVO Fertility, Inc. is registering up to 9,467,456 shares of common stock for resale by Armistice Capital Master Fund Ltd. These shares are issuable upon exercise of an Inducement Warrant with a $1.59 per share exercise price. INVO is not selling any shares in this offering, but could receive up to $15,053,255 in gross proceeds if the warrant is fully exercised for cash.
Shares of common stock outstanding were 6,961,095 as of January 30, 2026, and are expected to be 16,428,551 after this offering. INVO plans to use any warrant exercise proceeds primarily for acquiring additional fertility clinics and related businesses, capital expenditures, working capital, and general and administrative expenses. The company warns that issuance and resale of these shares could dilute existing stockholders and put pressure on the IVF share price.
INVO Fertility, Inc. entered into an inducement agreement with an institutional holder of existing warrants to purchase 4,733,728 common shares. The holder agreed to exercise these warrants for cash at a reduced price of $1.59 per share, providing the company with approximately $7.5 million in gross proceeds.
In return, INVO issued a new unregistered warrant to purchase up to 9,467,456 additional shares at $1.59 per share. The company must file a resale registration statement for the new warrant shares and faces temporary restrictions on issuing new equity and entering variable-rate financings. The new warrant becomes exercisable only after required Nasdaq-related stockholder approval and has a 5.5‑year term from that approval date.
INVO Fertility, Inc. reported that stockholders approved a major increase in its authorized common shares, from 6,250,000 to 250,000,000, and the company filed a Certificate of Amendment to implement this change. At a special meeting where 944,054 shares were represented, investors also ratified WithumSmith+Brown, PC as independent public accountant for the year ending December 31, 2025. Stockholders approved the issuance, under Nasdaq Listing Rule 5635, of up to 4,733,728 shares of common stock upon exercise of a previously issued warrant, along with an amendment to the 2019 Stock Incentive Plan raising available shares to 1,000,000, equal to approximately 10% of total fully diluted stock. They further approved an adjournment proposal, though the meeting was completed without adjournment.
INVO Fertility, Inc. received an amended ownership report from Five Narrow Lane LP, which now reports beneficial ownership of 6,935 shares of common stock. This represents 0.29% of INVO Fertility’s outstanding common stock, based on 2,386,826 shares outstanding as of December 16, 2025 as cited from a prior prospectus. Five Narrow Lane LP reports sole voting and dispositive power over all 6,935 shares and no shared power.
The filing notes that the position represents ownership of 5 percent or less of the class. Five Narrow Lane LP also certifies that the securities were not acquired and are not held for the purpose of changing or influencing control of INVO Fertility, but instead reflect a passive investment. The amendment is signed by Arie Rabinowitz as Managing Member of the general partner.
INVO Fertility, Inc. reported the initial holdings of its Chief Financial Officer, Terah Renee Krigsvold, as of 12/30/2025 on a Form 3. She directly holds 1 share of common stock and a series of stock options giving the right to purchase additional common shares.
The disclosed stock options cover small numbers of underlying common shares, including grants for 3, 3, 2, 2, 2, 11 and 4,375 shares, with stated exercise prices such as $17,683.2, $17,280, $2,304, $2,983.68, $3,882.24, $2,119.68 and $8.96. Footnotes explain that several options have vesting schedules based on monthly installments over 36 months or quarterly installments beginning in 2023 and, for the latest grant, on the first day of calendar quarters following August 26, 2025.
INVO Fertility, Inc. is asking stockholders to vote at a virtual special meeting on January 22, 2026. The agenda includes ratifying WithumSmith+Brown, PC as independent auditor for the year ending December 31, 2025, following the dismissal of M&K CPAS, PLLC, whose 2023 and 2024 audit reports contained a statement of substantial doubt about the company’s ability to continue as a going concern.
Stockholders are asked to approve, under Nasdaq rules, issuance of up to 4,733,728 shares of common stock at an exercise price of $1.69 per share upon exercise of a warrant sold in a roughly $4,000,000 private placement, plus additional shares from adjustment events. The company also seeks to increase authorized common stock from 6,250,000 to 250,000,000 shares and to expand its 2019 Stock Incentive Plan to 1,000,000 shares, about 10% of fully diluted stock.
As of December 17, 2025, 2,386,826 common shares were outstanding, with millions more underlying warrants, options, pre-funded warrants, convertible notes, and preferred stock. The board also requests authority to adjourn the meeting to solicit more proxies if needed and recommends voting “FOR” all proposals.