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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported) September 30, 2025
INVO
FERTILITY, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-39701 |
|
20-4036208 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
5582
Broadcast Court
Sarasota,
FL 34240
(Address
of principal executive offices, including zip code)
(978)
878-9505
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.0001 par value |
|
IVF |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01. Entry Into Material Definitive Agreement.
Pritts
Settlement
On
September 30, 2025, INVO Fertility, Inc. (the “Company”) finalized its settlement agreement with Dr. Elizabeth Pritts
(“Dr. Pritts”), consistent with terms of the binding term sheet previously disclosed and filed as Exhibit 10.1 to
the Quarterly Report on Form 10-Q filed on May 20, 2025 and incorporated herein by reference.
On
May 7, 2025, Dr. Pritts and the Elizabeth Pritts Revocable Living Trust (the “Pritts Trust”) filed a complaint in
the Circuit Court of the State of Wisconsin, Dane County, against the Company and its subsidiaries INVO Centers LLC, Wisconsin Fertility
and Reproductive Surgery Associates, S.C., and Wood Violet Fertility LLC (“Wood Violet”). Dr. Pritts and the Pritts
Trust asserted causes of action for breach of contract, breach of the implied covenant of good faith and fair dealing, tortious interference
with contract (or, in the alternative, veil piercing), and unjust enrichment, arising out of the transaction documents (the “WFI
Documents”) pursuant to which the Company acquired Wisconsin Fertility Institute.
On
May 14, 2025, the Company, Dr. Pritts, the Pritts Trust, and certain of their respective affiliates entered into a binding term sheet
(the “Term Sheet”) to settle all disputes between the parties pursuant to the terms set forth in the Term Sheet (the
“Terms”). The parties agreed to cooperate in good faith to prepare and enter into a final settlement agreement (the
“Settlement Agreement”) based on the terms set forth in the Term Sheet; provided, however, that unless and until the Settlement
Agreement was executed, the Terms are binding on the parties.
On
September 30, 2025, the Company, Dr. Pritts, the Pritts Trust and certain of their respective affiliates executed the Settlement Agreement.
The
Settlement Agreement provides that Wood Violet would pay Dr. Pritts $6,010,000 in full and final settlement and satisfaction of all obligations
to Dr. Pritts and her affiliates under the WFI Documents. Of this amount, $1 million has been paid as of the date hereof, and the remainder
is payable as follows: $755,000 due September 30, 2025, $755,000 due December 31, 2025, $1,000,000 due March 31, 2026, $2,000,000 due
June 30, 2026, and $500,000 due December 31, 2026. The Company agreed to provide Wood Violet with use of 25% of all gross funding proceeds
above $2,000,000 raised within any six-month period to accelerate the payment of scheduled settlement payments in chronological order.
The parties also entered into a consent judgment to resolve the complaint that would be entered only upon any breach of the Settlement
Agreement. The parties agreed to settle all disputes, including those related to employment, acquisition, tax, and related matters, the
termination of all employment, consulting, and similar agreements with Dr. Pritts, and other customary terms, including, without limitation,
indemnification and release of claims.
The
foregoing summary of the Settlement Agreement is not complete and is qualified in its entirety by reference to the Settlement Agreement,
a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item
3.02 Unregistered Sale of Equity Securities.
On
September 30, 2025, an institutional investor and existing holder (the “Holder”) of Series C-2 Convertible Preferred
Stock (the “C-2 Preferred”) of the Company exercised its Additional Investment Right (as defined in that certain Securities
Purchase Agreement (as amended, the “Securities Purchase Agreement”), dated as of January 3, 2024, between the Holder
and NAYA Therapeutics Inc. (formerly known as NAYA Biosciences, Inc.), to which the Company became a party pursuant to a joinder agreement
(the “Joinder Agreement”) on October 11, 2024), to acquire 400 shares of C-2 Preferred, with an aggregate stated value
of $400,000, for $400,000 in cash. As a result of the exercise, the conversion price on the C-2 Preferred adjusted to $0.7141 per share.
The C-2 Preferred issued pursuant to this exercise were sold and issued, and the shares of common stock issuable thereunder will be sold
and issued, without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities
Act as transactions not involving a public offering and/or Rule 506 promulgated under the Securities Act.
To
the extent required by Item 3.02 of Form 8-K, the information contained in Item 1.01 of the Current Report on Form 8-K filed on July
1, 2025 is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Settlement and Mutual Release Agreement |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document.) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Date:
October 3, 2025 |
INVO
FERTILITY, INC. |
| |
|
| |
/s/
Steven Shum |
| |
Steven
Shum |
| |
Chief
Executive Officer |
