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. 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.
INVO Fertility, Inc. is asking stockholders to approve a wide-ranging set of proposals at its 2026 virtual annual meeting on July 23, 2026. Key items include electing five directors, ratifying WithumSmith+Brown, PC as auditor, and substantially increasing authorized common stock from 50,000,000 to 250,000,000. The company also seeks approval for issuing up to 1,893,492 shares upon exercise of Inducement Warrants, expanding its 2019 Stock Incentive Plan to 1,000,000 shares (about 20% of fully diluted stock), and pre-approving potential future equity financings that could exceed 20% of current outstanding shares at prices below recent Nasdaq trading levels. The board and management, who together beneficially own about 0.43% of voting capital, intend to vote in favor of all proposals.
INVO Fertility reported first-quarter 2026 results with solid revenue growth and major balance sheet cleanup. Revenue rose 23% to $2.0 million, driven by higher clinic revenue and the February acquisition of Family Beginnings, while product revenue remained small.
The company still posted a net loss from continuing operations of $5.5 million, largely due to a $3.8 million non-cash loss from remeasuring warrant liabilities before they were reclassified to equity. Adjusted EBITDA was a loss of $1.26 million as INVO added staff and infrastructure to support further clinic expansion.
As of March 31, 2026, all Series C-2 Preferred Stock and warrant liabilities had been eliminated, stockholders’ equity increased 108% to $15.0 million, cash rose to $4.9 million, and total liabilities fell to $9.6 million. As of June 22, 2026, INVO had 1,786,035 common shares outstanding, with a fully diluted share count of about 4.85 million assuming all cash-exercisable warrants, options, and convertible debt are exercised or converted.
INVO Fertility, Inc. reported first-quarter 2026 revenue of $2.0 million, up from $1.6 million a year earlier, driven mainly by clinic revenue. Despite this growth, the company posted a net loss from continuing operations of $5.5 million, compared with $1.5 million in the prior-year quarter, largely due to a $3.8 million non‑cash loss from changes in warrant fair value.
Cash rose to $4.9 million as of March 31 2026, from $2.1 million at year‑end 2025, helped by $7.1 million of warrant exercise proceeds. Total assets were $24.7 million and stockholders’ equity $15.0 million, while total liabilities fell to $9.6 million, aided by elimination of the warrant liability.
The company closed the acquisition of the Indiana Clinic on February 18 2026 for $760,000, including $360,000 in cash and $400,000 of new Series D preferred stock, expanding its U.S. fertility clinic footprint. However, management notes recurring losses, dependence on external financing, and substantial doubt about its ability to continue as a going concern without additional capital.
INVO Fertility, Inc. furnished an investor presentation that it plans to use at the Planet MicroCap Conference on June 17, 2026. The presentation covers the company’s current and long-term operations, performance and industry conditions, and was posted on the investor section of its website on June 16, 2026.
The slides are included as Exhibit 99.1 to this report. The material is furnished under Regulation FD, not filed, meaning it is not subject to certain Exchange Act liabilities and is not automatically incorporated into other securities filings unless specifically referenced.