INVO Fertility (NASDAQ: IVF) replaces secured debenture with Series C-2 preferred

Rhea-AI Filing Summary

INVO Fertility, Inc. entered into an Exchange Agreement with Five Narrow Lane LP on September 29, 2025. FNL agreed to exchange a Second Amended and Restated Senior Secured Convertible Debenture due February 11, 2026 for shares of Series C-2 Convertible Preferred Stock with an aggregated stated value of 1,334,000, and the company agreed to issue 467 additional shares of Series C-2 Preferred Stock to FNL. As a result of this transaction, the debenture has been paid in full and fully extinguished. The issuance of the Series C-2 Preferred Stock was made as an unregistered sale of equity securities in reliance on Sections 3(a)(9) and 4(a)(2) of the Securities Act of 1933.

Insights

Capital structure analyst

INVO exchanges secured debenture for preferred stock, extinguishing the debt.

INVO Fertility replaced a Second Amended and Restated Senior Secured Convertible Debenture due February 11, 2026 held by Five Narrow Lane LP with Series C-2 Convertible Preferred Stock. The preferred stock has an aggregated stated value of 1,334,000, and FNL also receives 467 additional Series C-2 shares, indicating equity is being used to settle the obligation.

This transaction fully pays and extinguishes the debenture, removing that secured instrument from the capital structure. It also represents an unregistered sale of equity securities relying on Sections 3(a)(9) and 4(a)(2) of the Securities Act, so it is targeted to a sophisticated counterparty rather than the public. Future disclosures in company filings may provide more detail on how the new preferred stock ranks relative to other securities and any ongoing conversion features.

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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 29, 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.

Amendment and Exchange Agreement

Effective as of September 29, 2025, the Company and Five Narrow Lane LP, a Delaware limited partnership (“FNL”) entered into an agreement (the “Exchange Agreement”) pursuant to which FNL agreed to exchange a Second Amended and Restated Senior Secured Convertible Debenture Due February 11, 2026 (the “Second Amended and Restated Debenture”) held by FNL for receipt of shares of Series C-2 Convertible Preferred Stock (the “Series C-2 Preferred Stock”) with an aggregated stated value of 1,334,000. In consideration thereof, the Company agreed to issue 467 additional shares of Series C-2 Preferred Stock to FNL. As a result, the Second Amended and Restated Debenture has been paid in full and fully extinguished.

The foregoing summary of the Exchange Agreement is not complete and is qualified in its entirety by reference to the Exchange 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.

The information set forth in Item 1.01 is incorporated herein by reference. The offer and sale of the Series C-2 Preferred Stock has been made in reliance on the exemptions from registration provided by Sections 3(a)(9) and 4(a)(2) of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Exchange 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: September 29, 2025	INVO FERTILITY, INC.
	/s/ Steven Shum
	Steven Shum
	Chief Executive Officer

FAQ

What did INVO Fertility (IVF) announce in this 8-K filing?

INVO Fertility announced an Exchange Agreement with Five Narrow Lane LP under which a Second Amended and Restated Senior Secured Convertible Debenture was exchanged for Series C-2 Convertible Preferred Stock, and the debenture was fully extinguished.

What security did INVO Fertility exchange with Five Narrow Lane LP?

INVO Fertility exchanged a Second Amended and Restated Senior Secured Convertible Debenture due February 11, 2026 held by Five Narrow Lane LP for shares of its Series C-2 Convertible Preferred Stock.

How much Series C-2 Convertible Preferred Stock was issued in the exchange?

Five Narrow Lane LP received Series C-2 Convertible Preferred Stock with an aggregated stated value of 1,334,000, and INVO Fertility agreed to issue 467 additional shares of Series C-2 Preferred Stock to FNL.

What happened to the exchanged debenture after the transaction?

As a result of the Exchange Agreement, the Second Amended and Restated Senior Secured Convertible Debenture has been paid in full and fully extinguished.

Was the issuance of Series C-2 Preferred Stock by INVO Fertility registered with the SEC?

No. The offer and sale of the Series C-2 Convertible Preferred Stock were conducted as an unregistered sale of equity securities in reliance on Sections 3(a)(9) and 4(a)(2) of the Securities Act of 1933.

Which exemptions from registration did INVO Fertility rely on for this transaction?

INVO Fertility relied on the exemptions from registration provided by Sections 3(a)(9) and 4(a)(2) of the Securities Act of 1933 for the issuance of the Series C-2 Convertible Preferred Stock.