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.
INVO Fertility, Inc. filings document the regulatory record of a Nasdaq-listed fertility-services company with clinic operations, INVOcell device activities and securities registered under the Exchange Act. Its recent 8-K reports cover material events including Nasdaq listing-rule notices, amendments to its articles of incorporation, a completed reverse stock split, authorized-share changes and material agreements tied to clinic acquisitions.
Proxy statements and shareholder-vote disclosures address governance matters, auditor ratification, warrant-related share issuance proposals and capital-structure approvals. Registration statements describe securities offerings and related risk, capitalization and corporate-information disclosures, while late-filing notices document the timing and accounting-related status of periodic reporting obligations.
INVO Fertility, Inc. (IVF) furnished an updated investor presentation it plans to use at the H.C. Wainwright 28th Annual Global Investment Conference from September 14–16, 2026. The presentation, posted on the company’s website, discusses current and long-term operations, performance and industry conditions, and is furnished, not filed, under the Exchange Act.
The company also updated investors on its previously disclosed Any Market Purchase Agreement with Alumni Capital LP. INVO Fertility has the right to sell up to $15 million of common stock under this agreement, with potential mutual increase up to $50 million. Since the related registration statement became effective, the company has sold 2,094,395 shares of common stock to Alumni Capital for approximately $3,591,000, at an approximate average price of $1.71 per share.
INVO Fertility, Inc. reported stronger results for the quarter ended June 30, 2026, with revenue of $2,175,485, up 17% from $1,863,654 a year earlier, driven primarily by the February 2026 acquisition of Family Beginnings and growth across its clinic network. Clinic revenue rose 18% to $2,167,785. Cost of services increased to $1,352,665 and selling, general and administrative expenses declined to $1,906,750, resulting in a narrower loss from operations of $1,289,650 versus $2,990,088 in Q2 2025.
Net income was $888,740, compared to a net loss of $3,618,969, reflecting a $2,452,032 gain on remeasurement related to the Birmingham clinic acquisition and the absence of prior-year discontinued-operation losses from NAYA Therapeutics. Company-wide Adjusted EBITDA was $(1,032,660), a deeper loss than $(587,229) a year earlier, while the clinic platform generated Clinic-Level Adjusted EBITDA of $333,026, up from $163,945 in Q1 2026. Cash increased to $3.7 million at June 30, 2026, from $2.1 million at December 31, 2025, and the company reported 2,506,969 common shares outstanding as of August 14, 2026.
INVO Fertility, Inc. reported higher clinic-driven revenue while remaining loss-making and disclosing substantial doubt about its ability to continue as a going concern. For the six months ended June 30, 2026, revenue was $4.19 million, up from $3.50 million in 2025, as the company expanded its fertility clinic footprint.
The company posted Q2 2026 net income of $888,740, driven largely by a $2.45 million gain on remeasurement of a note receivable and the step acquisition of its Alabama joint venture. However, for the six months it recorded a net loss of $4.65 million from continuing operations and used $3.02 million of cash in operating activities.
Cash increased to $3.73 million and total liabilities fell to $9.34 million from $13.00 million, while stockholders’ equity more than doubled to $16.49 million, helped by significant warrant exercises and preferred conversions. Management still expects to rely on additional debt or equity financing and warns that failure to raise capital could force delays, scaling back of growth plans, or potential cessation of operations.
Armistice Capital, LLC and Steven Boyd report beneficial ownership of 120,537 shares of INVO Fertility, Inc. common stock, representing 4.99% of the class. All these shares are reported with shared voting and shared dispositive power, with no sole voting or dispositive power.
The shares are directly held by Armistice Capital Master Fund Ltd., for which Armistice Capital acts as investment manager under an Investment Management Agreement. Through this role, Armistice Capital and Mr. Boyd may be deemed to beneficially own the securities, while the Master Fund has the right to receive dividends and sale proceeds. The filing confirms ownership of 5 percent or less of INVO Fertility’s common stock.
INVO Fertility, Inc. has a new Schedule 13G reporting that Alumni Capital LP, Alumni Capital GP LLC, and Ashkan Mapar collectively report beneficial ownership of 272,249 shares of common stock, or 9.99% of the class. These shares are tied to an Any Market Purchase Agreement dated July 24, 2026, under which INVO may, at its sole discretion, require Alumni Capital LP to purchase shares, subject to conditions and limitations.
The agreement includes a 9.99% Purchase Agreement Ownership Limitation, preventing Alumni Capital and its affiliates from exceeding 9.99% beneficial ownership of INVO’s outstanding common stock. The percent of class calculation uses 2,295,035 shares outstanding as of July 23, 2026, plus 157,934 shares received as a commitment fee and the additional shares that may be acquired under the agreement and related common warrants. Alumni Capital LP, its general partner, and Ashkan Mapar share voting and dispositive power over 272,249 shares and disclaim beneficial ownership except to the extent of any pecuniary interest.
INVO Fertility, Inc. is registering up to 20,000,000 shares of common stock for resale by Alumni Capital LP under an Any Market Purchase Agreement. The company may sell shares to Alumni over time for up to $15 million in gross proceeds, potentially increasing to $50 million by mutual agreement.
INVO had 2,295,035 shares outstanding as of July 23, 2026; if all 20,000,000 registered shares were issued, they would represent about 89.7% of the then-outstanding stock, significantly diluting existing holders. Alumni cannot own more than 9.99% of outstanding shares at any time, and shareholder approval has been obtained to exceed Nasdaq’s 19.99% exchange cap.
Share purchase prices are set at formula discounts to recent trading prices based on VWAP or lowest traded prices. INVO expects to use any proceeds for acquiring additional fertility clinics, clinic development, capital expenditures, working capital, and general and administrative expenses. The stock trades on Nasdaq under the symbol IVF, and investing in these securities is described as highly speculative and high risk.
INVO Fertility, Inc. has registered up to 20,000,000 shares of common stock for resale by Alumni Capital LP under an Any Market Purchase Agreement. INVO may sell shares to Alumni over time for up to $15,000,000 in gross proceeds, potentially $50,000,000 by mutual agreement, but receives no cash from Alumni’s resales. Common shares outstanding were 2,295,035 as of July 23, 2026, so full use of the facility would be highly dilutive. Issuances are limited by a 9.99% Beneficial Ownership Limitation and Nasdaq’s 19.99% Exchange Cap, for which stockholders have approved exceeding.
INVO is a healthcare services and technology company focused on fertility, operating four U.S. clinics and commercializing its INVOcell intravaginal culture device. Recent actions include acquiring Family Beginnings in Indiana for approximately $760,000 and buying the remaining membership interests in its Alabama joint venture for $175,001, bringing that clinic fully into consolidated results.
Stockholders approved increasing authorized common shares to 250,000,000, and a 1‑for‑5 reverse split took effect in March 2026. A May 2026 amendment extended $660,000 of JAG convertible notes, now reduced to $287,333, and added resettable conversion and warrant terms. Independent auditors’ reports for 2024 and 2025 include going‑concern explanatory paragraphs, and company disclosures emphasize risks from substantial dilution and variable‑price equity financing.
INVO Fertility, Inc. entered into an Any Market Purchase Agreement with Alumni Capital LP, giving INVO the right, at its sole discretion, to sell up to $15 million of common stock, with the potential to increase the commitment to $50 million by mutual agreement. Sales occur only after an S-1 registration is declared effective and are priced at specified discounts to recent trading levels, using formulas based on VWAP or low trading prices. Investor ownership is capped at 9.99% of outstanding shares, and INVO plans to use any proceeds for acquisitions of profitable fertility clinics, product commercialization, working capital and general corporate purposes.
Stockholders approved and the company implemented an increase in authorized common shares from 50,000,000 to 250,000,000. At the 2026 annual meeting, stockholders re-elected five directors, ratified the 2026 auditor, approved the share increase, authorized issuance of up to 1,893,492 shares upon warrant exercise, expanded the 2019 Stock Incentive Plan to 1,000,000 shares (about 20% fully diluted), and approved potential future equity financings involving issuances of 20% or more of outstanding common stock under Nasdaq Listing Rule 5635.
INVO Fertility, Inc. entered a material definitive agreement for its subsidiary INVO Centers, LLC to acquire 100% of the membership interests in HRCFG, LLC, its joint venture partner in a Birmingham, Alabama fertility clinic. The combined purchase price is $175,001, with $1.00 paid in cash at closing and $175,000 as additional consideration. Of this, $48,000 will be paid to the sellers in equal monthly installments over nine months starting in October 2026, and $127,000 will be paid from HRCFG’s free cash flow.
The sellers transferred their interests and related business properties used to operate the Alabama clinic. They will provide transition services for about four months and support for twelve months afterward. The Alabama joint venture is one of the company’s four clinics, and its accounts will now be included in INVO Fertility’s consolidated financial statements on a prospective basis.
INVO Fertility also reported that Nasdaq’s Listing Qualifications staff has determined the company is back in compliance with the Timely Filing Rule after it filed its delayed Form 10-K for the year ended December 31, 2025, and Form 10-Q for the quarter ended March 31, 2026. Nasdaq has closed this matter.