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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): February 18, 2026
INVO
FERTILITY, INC.
(Exact
name of registrant as specified in 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
(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 (see General Instruction A.2. below):
| ☐ |
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 per share |
|
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 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 a Material Definitive Agreement.
Closing
of Family Beginnings P.C. Acquisition
As
described in further detail under Item 2.01 below, on February 18, 2026, INVO Fertility Inc., a Nevada corporation (the “Company”),
consummated the acquisition of the Clinic (as defined under Item 2.01 below) by, Wood Violet Fertility LLC, a Delaware limited liability
company (“Buyer”) and wholly owned subsidiary of INVO Centers LLC, a Delaware company wholly owned by the Company. In connection
with such acquisition of the Clinic, the following material agreements were entered into on February 18, 2026, the effective date of
the Company’s acquisition of the Clinic:
Management
Services Agreement
Effective
February 18, 2026, Buyer and Fertility, P.A., a Florida professional corporation (“Fertility, P.A.,”) entered into a Management
Service Agreement (the “MSA”).
Pursuant
to the MSA, Buyer shall provide the management, consulting, administrative, business, laboratory and other support services required
for the operation of medical practices for an initial term of ten (10) years. Following the initial term, the MSA shall renew automatically
for additional five (5) year terms thereafter, unless otherwise terminated as provided for in the MSA. Either party may terminate the
MSA by mutual written agreement, by either party immediately upon the filing of a petition in bankruptcy or the insolvency of the other
party; or (c) by either party, upon thirty (30) days advance written notice of a breach of any material provision of the MSA by the other
party which is not cured within thirty (30) days after written notice is given, provided that such breach continues for a period of thirty
(30) days after written notice is given by the non-breaching party to the other party.
Buyer
may terminate the MSA at any time without cause upon ninety (90) days advance written notice. Buyer shall also have the right, but not
the obligation, to terminate the MSA immediately upon notice to Fertility, P.A. in the event of: (a) the cancellation or non-renewal
of the professional or malpractice insurance of Fertility, P.A., any member of Fertility, P.A. or any Physician (as defined in the MSA)
or Non-Physician Practitioner (as defined in the MSA) employed or engaged by Fertility, P.A. (other than due to the failure to pay premiums);
(b) the dissolution of Fertility, P.A.; (c) if Fertility, P.A. participates in any Federal Healthcare Program(s) (as defined in the MSA),
the suspension or exclusion of Fertility, P.A. from same; (d) the suspension or exclusion of any member of Fertility, P.A., Physician,
or any Non-Physician Practitioner (as may be applicable) who is employed or engaged by Fertility, P.A. from any Federal Healthcare Program
provided that Fertility, P.A. did not terminate the employment or engagement of such employee or contractor within thirty (30) days of
becoming aware of such fact; (e) the date upon which any of the membership interests of Fertility, P.A. are transferred or attempted
to be transferred voluntarily, by operation of law or otherwise, to any person without the prior written approval of Buyer; (f) the merger,
consolidation, reorganization, sale, liquidation, dissolution, or other disposition of all or substantially all of the membership interests
or assets of Fertility, P.A. without the prior written approval of Buyer; (g) failure of Fertility, P.A. to pay the Management Fee in
the time frames set forth in the MSA; (h) Fertility, P.A. materially altering or changing the scope of the Professional Services (as
defined in the MSA) furnished by Fertility, P.A.; or (i) Fertility, P.A.’s breach of any provision set forth in Section 12 of the
MSA.
Fertility,
P.A. shall have the right, but not the obligation, to terminate the MSA immediately upon notice to Buyer of the suspension, exclusion
or debarment of Buyer, any employee, contractor, or agent of Buyer, or any Fertility, P.A. Support Personnel or Licensed Support Personnel
(as defined in the MSA) provided by Buyer, from any Federal Healthcare Program; provided that Buyer did not terminate the employment
or engagement of such employee, contractor, or agent of Buyer, including any Fertility, P.A. Support Personnel or Licensed Support Personnel,
within sixty (60) days of becoming aware of such fact.
In
consideration for the services performed by Buyer under the MSA, Fertility, P.A. shall pay fees (the “Management Fee”) to
the Buyer. In addition to the Management Fee, Buyer shall be entitled to full reimbursement for all costs, expenses and liabilities paid
or satisfied by Buyer in connection with its rendering of services under the MSA or otherwise arising out of the operation, ownership
or maintenance of the business by Fertility, P.A. (the “Manager’s Costs”). The Management Fee shall be equal to twenty
percent (20%) of the Manager’s Costs.
The
foregoing description of the MSA is qualified in its entirety by reference to a copy of the MSA is filed as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.
PC
Asset Purchase Agreement
On
February 18, 2026, the Clinic and Fertility, P.A. entered into a PC asset purchase agreement (the “PC APA”) to acquire the
Clinic’s Clinical Assets (as defined under Item 2.01 below) for a purchase price of $100. Under the PC APA, Fertility, P.A. (a)
assumed all of the legal responsibilities and obligations with respect to custody and maintenance of the medical records, controlled
substances and governmental approvals included in the Clinical Assets, and (b) assumed and agreed to discharge the obligations arising
under the assigned contracts included in the Clinical Assets.
The
foregoing description of the PC APA is qualified in its entirety by reference to a copy of the PC APA filed as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.
Lease
Agreement
On
February 18, 2026, and effective on March 1, 2026, Buyer entered into a lease (the “Lease”) with Shai Hulud, LLC (“Landlord”)
pursuant to which Buyer leased four thousand three hundred eighty seven (4,387) rentable square feet from Landlord at 8435 Clearvista
Plaza, in Indianapolis, Indiana (the “Leased Premises”).
The
initial term of the Lease Agreement ends on July 31 , 2033. The term may be renewed at the option of the Tenant for two (2) five
(5) year terms at Fair Market Rent (as defined in the Lease).
Tenant
shall pay to Landlord base rent of $132,398.61 annually, payable in installments of $11,033.22 per month. Beginning on the sixteenth
(16th) month of the lease, and each anniversary thereof, the base rent shall be increased annually by Landlord at a rate of
two percent (2%) per annum.
The
Leased Premises shall be used for administrative services, medical office space and clinical laboratory space in the areas of infertility.
The
foregoing description of the Lease Agreement is qualified in its entirety by reference to a copy of the Lease Agreement filed as Exhibit
10.3 to this Current Report on Form 8-K and incorporated herein by reference.
Amendment
to APA
Effective
as of February 18, 2026, Buyer, the Clinic, and the Seller (as defined under Item 2.01 below) entered into Amendment No. 1 (the
“Amendment”) to the APA (as defined below under Item 2.01) to correct typographical errors in the definition of “Equity Purchase
Price” set forth in the APA. The Amendment corrects the definition of “Equity Purchase Price” from “4,000
shares of INVO Preferred for a total stated value equal to Six Hundred Thousand Dollars ($400,000)” to “400 shares of
INVO Preferred for a total stated value equal to Four Hundred Thousand Dollars ($400,000),” which reflects the Equity Purchase
Price as agreed upon by the parties. All other terms and conditions of the APA remain unchanged and in full force and
effect.
The
foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text
of the Amendment, a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K and incorporated herein by reference.
Item
2.01 Completion of Acquisition or Disposition of Assets
On
February 18, 2026, the Company, through Buyer, consummated its acquisition (the “Acquisition”) of Family Beginnings P.C.
(the “Clinic”) for a combined purchase price of $760,000, of which $360,000 was paid in cash on the closing date (a net amount
of $210,000 after a $150,000 holdback) and $400,000 was paid on the closing date in 400 shares of the Company’s Series D Preferred
(as defined under Item 5.03 below).
The
Clinic owns, operates and manages a fertility practice that provides direct treatment to patients focused on fertility care, and employs
a physician and other healthcare providers to deliver such services and procedures.
Buyer
purchased the Clinic’s non-medical assets, and Fertility, P.A. purchased the Clinic’s medical assets. The acquisition of
the Clinic was consummated pursuant to the terms of the following agreements:
1.
Asset Purchase Agreement (the “APA”) dated December 15, 2026, by and among Buyer, the Clinic and James Donahue MD (the “Seller”)
pursuant to which Buyer agreed to acquire the Purchased Assets (as defined in the APA) related to Clinic’s business for a purchase
price of $760,000. Buyer also agreed to assume certain liabilities of the Clinic as set forth in the APA. Certain clinical assets, properties,
and rights of the Clinic are excluded from the Purchased Assets including patient lists, charts, records and ledgers, all contracts with
Payors (as defined in the APA) and all Health Care Permits (as defined in the APA) (the “Clinical Assets”); and
2.
The PC APA, pursuant to which the Practice agreed to purchase from the Clinic the Clinical Assets for a purchase price equal to one hundred
dollars ($100.00).
The
paragraphs above describe certain of the material terms of the APA and the PC APA. Such description is not a complete description of
the material terms of the APA and PC APA and is qualified in its entirety by reference to each of (i) the APA which was previously filed
as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 17, 2026; and (ii) the PC APA attached hereto as
Exhibit 10.2.
Item
3.02. Unregistered Sales of Equity Securities.
On
February 18, 2026, the Company issued 400 shares of the Company’s Series D Non-Voting Convertible Preferred Stock (the “Series
D Preferred”) to the Seller. The Series D Preferred was issued, and the shares of common stock issuable thereunder will be issued,
without registration under the Securities Act of 1933, as amended (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, and such securities may not be re-offered or resold in the United States absent registration or an exemption from registration under
the Securities Act and any applicable state securities laws.
To
the extent required by Item 3.02 of Form 8-K, the information contained in Items 2.01 and 5.03 of this Report related to the Series D
Preferred is incorporated herein by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The
Company’s Articles of Incorporation, as amended, authorize the Company to issue 100,000,000 shares of preferred stock, $0.0001
par value per share, issuable from time to time in or more series (the “Preferred Stock”). On February 18, 2026, we filed
with the Nevada Secretary of State the Series D Certificate of Designation, which sets forth the rights, preferences, and privileges
of the Series D Preferred. Four thousand (4,000) shares of Series D Preferred with a stated value of $1,000.00 per share were authorized
under the Series D Certificate of Designation.
Each
share of Series D Preferred has a stated value of $1,000.00, which, along with any additional amounts accrued thereon pursuant to the
terms of the Series D Certificate of Designation (collectively, the “Conversion Amount”) is convertible into shares of our
common stock. The initial conversion price of the Series D Preferred is equal to $1.20 per share (the “Conversion Price”),
subject to adjustments set forth in the Series D Certificate of Designation, including customary adjustments for stock dividends, stock
splits, reclassifications and the like, and weighted average price-based adjustments in the event of any issuances of shares of common
stock, or securities convertible, exercisable or exchangeable for shares of common stock, at a price below the then applicable conversion
price (subject to certain exceptions); provided, however, in no event will the Conversion Price be less than the Floor Price (as defined
in the Series D Certificate of Designation).
Each
share of Series D Preferred is convertible into our common stock at the option of the holder, except that we may not effect such conversion
for any holder of Series D Preferred if, after giving effect to the conversion or issuance, such holder, together with its affiliates,
would beneficially own in excess of 4.99% of our outstanding common stock (the “Beneficial Ownership Limitation”). Upon delivery
of a written notice to the Company, a holder of Series D Preferred may from time to time increase or decrease the Beneficial Ownership
Limitation to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Beneficial
Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any
such increase or decrease will apply only to such holder and such holder’s Attribution Parties (as defined in the Series D Certificate
of Designation) and not to any other holder of Series D Preferred that is not an Attribution Party of such holder.
The
Series D Preferred ranks senior to our common stock. Subject to the rights of the holders of any senior securities, in the event of any
voluntary or involuntary liquidation, dissolution, or winding up, or sale of our company, each holder of Series D Preferred shall be
entitled to receive its pro rata portion of an aggregate payment equal to the amount as would be paid on our common stock issuable upon
conversion of the Series D Preferred, determined on an as-converted basis, without regard to any beneficial ownership limitation.
Pursuant
to the Series D Certificate of Designation, a holder of Series D Preferred is entitled to receive dividends on an as-converted basis
(without regard to applicable beneficial ownership limitations) equal to, and in the same form and manner as, dividends paid on the Company’s
common stock, other than dividends payable solely in shares of common stock. Notwithstanding the foregoing, the Series D Preferred has
no voting rights and has no other rights other than those rights provided by law.
The
Company may, at its option, redeem, all outstanding shares of Series D Preferred in whole, or in part, upon not less than five (5) calendar
days written notice to the holder prior to the date fixed for redemption thereof, at a redemption price per share of the Stated Value
(as defined in the Series D Certificate of Designation) plus all declared but unpaid dividends thereon. Each holder of shares of Series
D Preferred shall be so redeemed, unless such holder has exercised its right to convert such shares as provided in the Series D Certificate
of Designation.
The
foregoing summary of the Series D Certificate of Designation is not complete and is qualified in its entirety by reference to the Series
D Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item
8.01 Other Events
On
February 19, 2026 the Company issued a press release announcing the closing of its acquisition of the Clinic. 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
No. |
|
Exhibit |
| 3.1 |
|
Series D Preferred Certificate of Designation |
| 10.1 |
|
Management Services Agreement |
| 10.2 |
|
PC Asset Purchase Agreement |
| 10.3 |
|
Lease Agreement |
| 10.4 |
|
Amendment No. 1 to Asset Purchase Agreement |
| 99.1 |
|
Press
Release dated February 19, 2026 |
| 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 thereunto duly authorized.
| |
INVO
FERTILITY, INC. |
| |
|
|
| |
By: |
/s/
Steven Shum |
| |
Name: |
Steven
Shum |
| |
Title: |
Chief
Executive Officer |
| |
|
|
| Dated:
February 24, 2026 |
|
|
Exhibit
99.1
INVO
Fertility Closes Acquisition of Indiana-Based Fertility Clinic “Family Beginnings”
Strategic
Transaction Advances Company’s Growth
SARASOTA,
Fla., February 19, 2026 — INVO Fertility, Inc. (Nasdaq: IVF) (“INVO” or the “Company”), a healthcare fertility
company focused on the establishment, acquisition, and operation of fertility clinics and related businesses and technologies, today
announced that it has successfully closed the previously announced acquisition of Family Beginnings, P.C., a respected fertility clinic
serving patients across Indiana and the broader Midwest.
The
transaction was completed in accordance with the terms of the definitive purchase agreement first announced on December 17, 2025.
Founded
more than a decade ago, Family Beginnings has built a strong reputation for delivering comprehensive fertility services with a highly
personalized, patient-first approach. The clinic offers a full suite of reproductive services, including in vitro fertilization, intravaginal
culture (as an early adopter of the Company’s INVOcell solution), ovulation induction, intrauterine insemination, fertility preservation,
and diagnostic testing, supported by an experienced clinical and embryology team. James Donahue, M.D., Family Beginnings REI and lab
director, was recognized again as a 2026 Castle Connolly Top Doctor, placing him among the top 7% of physicians in the U.S. and reflecting
his many years of dedicated and quality service to patients.
Family
Beginnings is known for its continuity of care, close physician-patient relationships, and commitment to guiding patients through what
is often a complex and emotional journey. These attributes align closely with INVO Fertility’s mission to expand access to high-quality,
compassionate fertility care while maintaining a personalized treatment experience.
Importantly
for patients, the clinic’s existing medical leadership and care teams will remain in place, ensuring continuity of care while benefiting
from INVO’s broader clinical resources, operational support, and ongoing investment in advanced technologies and best practices.
Family
Beginnings generated revenue of approximately $1 million and net income of approximately $0.2 million for the 9 months ended September
30, 2025, or approximately 18% of INVO’s clinic revenue for the same period.
The
closing of this acquisition marks an important milestone in INVO’s ongoing strategy to expand its network of fertility care centers
and broaden patient access to advanced reproductive care. Under the terms of the transaction, INVO acquired the non-clinical assets of
Family Beginnings for a combined purchase price of $750,000, comprised of cash and preferred stock consideration. James Donahue, M.D.
will continue to lead the clinic’s operations under a multi-year agreement.
“We
are thrilled to complete the acquisition of Family Beginnings,” said Steve Shum, CEO of INVO Fertility. “This transaction
not only expands our geographic footprint and enhances our portfolio of clinics, but it also advances our mission of increasing access
to high-quality, patient-centered fertility care. Family Beginnings has a long-standing reputation for excellence and compassionate care,
and we look forward to building on that legacy with Dr. Donahue and growing the clinic from its current operating levels.”
The
closing of the Family Beginnings acquisition follows a period of meaningful progress for INVO Fertility, as highlighted in the Company’s
recent shareholder letter, which underscores the clear strategic outlook centered on growth through both organic initiatives and
targeted clinic acquisitions, as well as the Company enjoying its strongest fundamental position in several years.
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 the Company’s ability to satisfy closing conditions for the offering, 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
