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. effected a 1-for-4 reverse stock split effective October 30, 2026; its common stock began trading on a split-adjusted basis under the existing symbol IVF that day. The company now has 62,500,000 authorized common shares. Its October 27 announcement said it would have approximately 1,192,841 common shares issued and outstanding immediately after the split. Registered holders otherwise due fractional shares were rounded up to a whole share; holders in street name received cash for fractional interests, with the amount administered by their broker or nominee.
For INVO Fertility, Inc. (IVF), reporting person Glenbrook Capital Management reported beneficial ownership of 35,000 common shares, or 1.4%, with shared voting and dispositive power, based on information as of September 30, 2026. Glenbrook may have been deemed to beneficially own 40,000 shares, approximately 1.7%, as of June 30, 2026. The reported percentage is calculated using 2,506,969 shares outstanding as of August 14, 2026.
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.