INVO Fertility (NASDAQ: IVF) flags 2025 quarterly errors, plans restatement

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

INVO Fertility, Inc. is restating its unaudited financial statements for the quarters ended March 31, 2025, June 30, 2025, and September 30, 2025 after an internal review found technical accounting errors. The audit committee determined the related 2025 Form 10-Q filings should no longer be relied upon.

The errors involve classification of Series C-1 and C-2 preferred stock, treatment of a convertible debenture with an embedded derivative, a gain on settlement tied to a binding term sheet, warrant classification from an inducement transaction, and an amended promissory note that should have been accounted for as a debt extinguishment under ASC 470-50. The company states revenue and loss from operations were unaffected and its business plan and operations remain unchanged, though assets, liabilities, equity, other income (expense), and net income (loss) will be adjusted.

INVO plans to present corrected figures for the affected periods in its Annual Report on Form 10-K for the year ended December 31, 2025, rather than amending prior 10-Qs. Historical quarterly amounts will be recast in future Form 10-Q filings. Management and the audit committee have discussed these matters with WithumSmith+Brown, PC, the company’s independent registered public accounting firm.

Positive

None.

Negative

Non-reliance on three 2025 Form 10-Qs for March 31, June 30, and September 30, 2025 due to multiple financial statement errors, requiring restatement of assets, liabilities, equity, other income (expense), and net income (loss).

Insights

INVO’s 2025 interim results are being restated for complex accounting errors.

INVO Fertility has concluded its 2025 first, second, and third quarter unaudited financial statements should not be relied upon because of multiple technical errors in equity and debt accounting. This is a serious disclosure event, even though the company emphasizes that revenue and loss from operations were not affected.

The corrections center on classification of preferred stock as mezzanine equity, bifurcation of an embedded derivative in a convertible debenture, reversal of a previously recognized gain on settlement, liability classification for certain warrants, and treating a promissory note amendment as a debt extinguishment under ASC 470-50. These changes directly affect assets, liabilities, equity, other income (expense), and net income (loss).

The plan to restate the affected periods within the upcoming 2025 Form 10-K, and to recast historical amounts in future Form 10-Qs, consolidates the clean-up into one comprehensive filing. While operational performance is described as unchanged, the need for non-reliance on three consecutive quarters and dialogue with WithumSmith+Brown, PC will likely make investors focus closely on the forthcoming Form 10-K and any additional disclosures about controls or future adjustments.

8-K Event Classification

2 items: 4.02, 9.01

2 items

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report Governance

Previously issued financial statements should no longer be relied upon due to errors or restatements.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Affected periods: Q1–Q3 2025 unaudited results Restatement vehicle: Form 10-K for year ended December 31, 2025 Non-reliance decision date: June 1, 2026

3 metrics

Affected periods Q1–Q3 2025 unaudited results Financial statements as of March 31, June 30, and September 30, 2025

Restatement vehicle Form 10-K for year ended December 31, 2025 Will include corrected line items for affected interim periods

Non-reliance decision date June 1, 2026 Audit committee concluded prior 2025 Form 10-Qs should not be relied upon

Key Terms

mezzanine equity, embedded derivative, warrant inducement transaction, debt extinguishment, +1 more

5 terms

mezzanine equity financial

"incorrect classification of Series C-1 Preferred Stock, which should have been classified as mezzanine equity"

Mezzanine equity is a layer of financing that sits between bank loans and full ownership, combining elements of borrowed money and equity. It often gives lenders higher potential returns in exchange for taking more risk, sometimes with the option to convert into ownership or receive extra payments; think of it as a middle seat that pays more because it’s less secure than front-row debt. Investors watch it because it affects a company’s debt risk, potential dilution of ownership, and expected returns.

embedded derivative financial

"incorrect treatment of a convertible debenture containing an embedded derivative which should have been bifurcated"

An embedded derivative is a built-in feature inside a contract—like a bond, loan, or lease—that causes part of the payout to change based on something else, such as a stock price, interest rate, or commodity price. It matters to investors because that hidden feature can add separate risk and volatility to a security’s value and accounting treatment, like finding a removable engine in a car that changes how fast it can go and how much it’s worth.

warrant inducement transaction financial

"common stock purchase warrants issued pursuant to a warrant inducement transaction during the second quarter of 2025"

A warrant inducement transaction is when a company issues warrants—options to buy shares at a set price—as a sweetener to persuade investors or creditors to approve a deal, restructuring, or other corporate action. Think of it like giving coupons to convince people to agree to a plan; it can speed approvals but may dilute existing shareholders and change potential future share value, so investors watch these carefully.

debt extinguishment financial

"amendment to a promissory note entered into during the third quarter of 2025, which should have been accounted for as a debt extinguishment"

Debt extinguishment is the process of eliminating a company's obligation to repay borrowed money, whether by paying it off, refinancing it with new borrowing, or settling it for less than the original amount. For investors, it matters because removing or replacing debt changes a business’s cash needs, risk profile and reported profit—much like paying off a mortgage early or refinancing at a different rate alters your monthly budget and long‑term costs.

Accounting Standards Codification 470-50 financial

"accounted for as a debt extinguishment under Accounting Standards Codification 470-50"

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Understanding 8-K Material Events →

06/02/2026 - 08:30 AM

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) June 1, 2026

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 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

The previously issued unaudited consolidated financial statements of INVO Fertility, Inc. (the “Company”) as of March 31, 2025, June 30, 2025, and September 30, 2025 and the respective periods then ended (collectively, the “Affected Periods”) are being restated as a result of an internal review. The errors identified during the internal review were primarily related to highly technical derivative and debt extinguishment accounting as described in more detail below. The errors did not impact the Company’s revenue or loss from operations and have not resulted in any change to the Company’s business plan or operations. The impact of the errors are limited to the Company’s assets, liabilities, equity, other income (expense), and net income (loss).

The Company has identified the following errors in the Affected Periods: (i) incorrect classification of Series C-1 Preferred Stock, which should have been classified as mezzanine equity in the first quarter of 2025; (ii) incorrect classification of Series C-2 Preferred Stock, which should have been classified as mezzanine equity in the second quarter of 2025; (iii) incorrect treatment of a convertible debenture containing an embedded derivative which should have been bifurcated; (iv) the incorrect recognition of a gain on settlement and corresponding reduction to liabilities in connection with a binding term sheet entered into during the second quarter of 2025; (v) the incorrect equity classification of common stock purchase warrants issued pursuant to a warrant inducement transaction during the second quarter of 2025, which should have been classified as a liability; and (vi) the incorrect accounting treatment of an amendment to a promissory note entered into during the third quarter of 2025, which should have been accounted for as a debt extinguishment under Accounting Standards Codification 470-50 (collectively, the “2025 Financial Statement Errors”).

On June 1, 2026, the audit committee of the Company, after considering the recommendations of management, concluded that the Company’s previously issued unaudited consolidated financial statements contained within its (i) Quarterly Report on Form 10-Q as of March 31, 2025 and for the three months then ended, filed with the Securities and Exchange Commission (“SEC”) on May 20, 2025, (ii) Quarterly Report on Form 10-Q as of June 30, 2025 and for the three and six months then ended, filed with the SEC on August 14, 2025, and (iii) Quarterly Report on Form 10-Q as of September 30, 2025 and for the three and nine months then ended, filed with the SEC on November 17, 2025 should no longer be relied due the 2025 Financial Statement Errors.

The Company intends to present the restatement of the affected line items of the unaudited consolidated financial statements for the Affected Periods within the Company’s forthcoming Annual Report on Form 10-K for the year ended December 31, 2025. Under this approach, the previously issued Quarterly Reports on Form 10-Q for the Affected Periods will not be amended; however, historical amounts presented in future Form 10-Q filings will be recast to be consistent.

The Company’s management and audit committee have discussed the matters described herein with the Company’s independent registered public accounting firm, WithumSmith+Brown, PC.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

104		Cover Page Interactive Data File (embedded within the Inline XBRL document.)

-2-

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: June 2, 2026	INVO FERTILITY, INC.

	/s/ Steven Shum
	Steven Shum
	Chief Executive Officer

-3-

Source: View Original Filing on SEC EDGAR

FAQ

What did INVO Fertility, Inc. disclose in its latest 8-K filing?

INVO Fertility disclosed it will restate unaudited financial statements for the first three quarters of 2025. The audit committee concluded those Form 10-Q filings should no longer be relied upon because of multiple technical accounting errors in equity and debt-related items.

Which reporting periods are affected by INVO (IVF) 2025 financial statement errors?

The affected periods are the unaudited consolidated financial statements as of March 31, 2025, June 30, 2025, and September 30, 2025. They cover the related three-month, six-month, and nine-month interim periods previously reported in the company’s 2025 Form 10-Q filings.

Do INVO Fertility’s 2025 accounting errors affect revenue or operating results?

INVO Fertility states the errors did not impact revenue or loss from operations and did not change its business plan or operations. The restatement instead affects assets, liabilities, equity, other income (expense), and net income (loss) for the affected interim periods.

How will INVO Fertility correct the 2025 financial statement errors?

INVO plans to present restated line items for the affected interim periods within its Annual Report on Form 10-K for the year ended December 31, 2025. It will not amend prior 10-Qs, but will recast historical amounts in future Form 10-Q filings for consistency.

What types of accounting issues caused INVO (IVF) to restate its 2025 quarters?

The company cites highly technical issues: mezzanine equity classification for Series C-1 and C-2 preferred stock, bifurcation of an embedded derivative in a convertible debenture, reversal of a gain on settlement, liability classification of certain warrants, and debt extinguishment accounting for a promissory note amendment.

Has INVO Fertility discussed the 2025 restatement with its independent auditor?

Yes. INVO Fertility reports that its management and audit committee have discussed the identified 2025 financial statement errors and planned restatement approach with its independent registered public accounting firm, WithumSmith+Brown, PC, as part of addressing the non-reliance conclusion.

Filing Exhibits & Attachments

3 documents