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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 |
