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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): April 23, 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) |
|
(IRS
Employer
Identification No.) |
5582
Broadcast Court
Sarasota,
Florida 34240
(Address
of principal executive offices)
(Zip
Code)
Registrant’s
telephone number, including area code: (978) 878-9505
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:
| Common
Stock, $0.0001 par value |
|
IVF |
|
The
Nasdaq Stock Market LLC |
| (Title
of Each Class) |
|
(Trading
Symbol) |
|
(Name
of Each Exchange on Which Registered) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR §230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR §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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
April 23, 2026, INVO Fertility, Inc. (the “Company”) received a letter (the “Letter”) from the Listing Qualifications
staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company failed to file its
Annual Report on Form 10-K for the year ended December 31, 2025 (the “Filing”), on a timely basis and, as such, no longer
satisfies Nasdaq Listing Rule 5250(c)(1) (the “Rule”).
The
Letter has no immediate effect on the listing of the Company’s common stock and the Company’s common stock continues to trade
on The Nasdaq Capital Market under the symbol “IVF.”
The
Letter also stated that, in accordance with Nasdaq rules, the Company has 60 calendar days from the date of the Letter to submit a plan
to regain compliance with the Rule. Should the Staff accept such plan, it could grant an exception of up to 180 calendar days from the
Filing’s due date, or until October 13, 2026, to regain compliance.
The
Company expects to be in a position to submit the Filing as soon as practicable.
Item
7.01 Regulation FD Disclosure.
On
April 29, 2026, the Company issued a press release in accordance with Nasdaq Listing Rule 5810(b) announcing that the Company had received
the Letter. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit |
|
Description |
| |
|
|
| 99.1 |
|
Press Release dated April 29, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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:
April 29, 2026
| |
INVO
FERTILITY, INC. |
| |
|
|
| |
By: |
/s/
Steven Shum |
| |
|
Steven
Shum |
| |
|
Chief
Executive Officer |
Exhibit 99.1
INVO
Fertility Receives Nasdaq Notification Regarding Late Filing of Annual Report on Form 10-K
SARASOTA,
Fla., April 29, 2026 — INVO Fertility, Inc. (Nasdaq: IVF) (“INVO” or the “Company”), a healthcare
services fertility company focused on expanding access to advanced reproductive treatment through the establishment, acquisition and
operation of fertility clinics and related businesses and technologies, today announced that on April 23, 2026, it received a written
notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying
the Company that it is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires listed companies
to timely file all required periodic financial reports with the Securities and Exchange Commission (“SEC”). Specifically,
the Company has not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”),
which was due no later than April 15, 2026.
The
Notice has no immediate effect on the listing of the Company’s common stock on Nasdaq, and the Company’s common stock will
continue to trade on Nasdaq under the symbol “IVF” at this time.
The
Company is working diligently to complete and file the Annual Report as soon as practicable. The delay in filing is due to additional
time required to review certain complex accounting matters, including the tax provision accounting, certain warrant accounting, and variable interest entity accounting . The Company intends to file the Annual Report as promptly as possible.
Pursuant
to Nasdaq Listing Rule 5810(c)(2)(F), the Company has 60 calendar days from the date of the Notice to submit a plan to Nasdaq to regain
compliance with the Rule. If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company up to 180 calendar days from the due
date of the Annual Report to regain compliance. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity
to appeal that decision before a Nasdaq Hearings Panel.
This
press release is being issued pursuant to Nasdaq Listing Rule 5810(b), which requires prompt public disclosure of receipt of a deficiency
notice.
About
INVO Fertility
We
are a healthcare services fertility company dedicated to expanding access to assisted reproductive technology (“ART”) care
to patients in need. Our principal commercial strategy is focused on building, acquiring, and operating fertility clinics, including
“INVO Centers” dedicated primarily to offering the intravaginal culture (“IVC”) procedure enabled by our INVOcell®
medical device (“INVOcell”) and US-based, profitable in vitro fertilization (“IVF”) clinics. We have four operational
fertility clinics in the United States. We also continue to engage in the sale and distribution of INVOcell to third-party owned and
operated fertility clinics. INVOcell is a proprietary and revolutionary medical device, and the first to allow fertilization and early
embryo development to take place in vivo within the woman’s body. The IVC procedure provides patients with a more connected,
intimate, and affordable experience in comparison to other ART treatments. We believe the IVC procedure can deliver comparable results
at a fraction of the cost of traditional IVF and is a significantly more effective treatment than intrauterine insemination. For more
information, please visit invofertility.com.
Safe
Harbor Statement
This
release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. The Company invokes the protections of the Private Securities Litigation Reform
Act of 1995. All statements regarding our expected future financial position, results of operations, cash flows, financing plans, business
strategies, products and services, competitive positions, growth opportunities, plans and objectives of management for future operations,
as well as statements that include words such as “anticipate,” “if,” “believe,” “plan,”
“estimate,” “expect,” “intend,” “may,” “could,” “should,” “will,”
and other similar expressions are forward-looking statements. All forward-looking statements involve risks, uncertainties, and contingencies,
many of which are beyond our control, which may cause actual results, performance, or achievements to differ materially from anticipated
results, performance, or achievements. Factors that may cause actual results to differ materially from those in the forward-looking statements
include those set forth in our filings at www.sec.gov. We are under no obligation to (and expressly disclaim any such obligation
to) update or alter our forward-looking statements, whether as a result of new information, future events, or otherwise.
For
more information, please contact:
INVO
Fertility, Inc.
Steve
Shum, CEO
978-878-9505
sshum@invofertility.com
Investor
Contact
Lytham
Partners, LLC
Robert
Blum
602-889-9700
INVO@lythampartners.com
