INVO Fertility, Inc SEC Filings

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.

INVO Fertility, Inc. has filed a resale registration statement covering up to 7,372,122 shares of common stock for existing investors. These shares include 153,187 shares issuable upon conversion of Series C-2 preferred stock, 118,343 shares issuable under a placement agent warrant, and 7,100,592 shares tied to a recent $4 million private placement with Armistice Capital, made up of issued shares and shares underlying pre-funded and common warrants.

The company is not selling shares itself in this offering and will not receive proceeds from Selling Stockholders’ resales, though it may receive cash if the registered warrants are exercised. As context, common shares outstanding were 2,386,826 as of December 16, 2025, and could rise to 9,523,948 if all registered convertible and warrant securities are fully exercised or converted. INVO focuses on fertility clinics and its INVOcell intravaginal culture device and has agreed to acquire the Family Beginnings fertility clinic in Indianapolis for $750,000 in cash and new Series D preferred stock, subject to closing conditions.

INVO Fertility, Inc. agreed to acquire the non-clinical assets of the Family Beginnings fertility clinic in Indianapolis through its subsidiary INVO Centers LLC for a total purchase price of $750,000. At closing, the clinic is to receive $350,000 in cash, reduced by a $150,000 holdback, plus $400,000 of Series D Non-Voting Convertible Preferred Stock.

The closing is expected by February 27, 2026, with the agreement automatically terminating if it has not closed by then unless the parties extend, and the cash portion increasing by $10,000 if closing occurs after January 31, 2026. INVO will acquire non-clinical assets while separate agreements will transfer clinical assets to a new professional entity that will employ Dr. James Donahue for at least three years, alongside a five-year non-compete and non-solicitation commitment from him.

INVO Fertility, Inc. filed a current report to announce that it has released a press release with its financial results for the quarter ended September 30, 2025. The company furnished this earnings press release as Exhibit 99.1 to the report, meaning it is provided for investors’ information but is not treated as part of the company’s formal, legally “filed” materials under securities laws unless later specifically incorporated by reference. INVO Fertility’s common stock continues to trade on The Nasdaq Stock Market under the symbol IVF.

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.