What is the average price per share INVO Fertility (IVF) received under the purchase agreement?

Under the Any Market Purchase Agreement with Alumni Capital LP, INVO Fertility received an approximate average price of $1.71 per share for the 2,094,395 shares of common stock sold, resulting in approximately $3,591,000 in total proceeds.

INVO Fertility raises $3.59M in Alumni stock sale

INVO Fertility, Inc. (IVF) furnished an updated investor presentation it plans to use at the H.C.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

INVO Fertility, Inc. (IVF) furnished an updated investor presentation it plans to use at the H.C. Wainwright 28th Annual Global Investment Conference from September 14–16, 2026. The presentation, posted on the company’s website, discusses current and long-term operations, performance and industry conditions, and is furnished, not filed, under the Exchange Act.

The company also updated investors on its previously disclosed Any Market Purchase Agreement with Alumni Capital LP. INVO Fertility has the right to sell up to $15 million of common stock under this agreement, with potential mutual increase up to $50 million. Since the related registration statement became effective, the company has sold 2,094,395 shares of common stock to Alumni Capital for approximately $3,591,000, at an approximate average price of $1.71 per share.

Filing Explained

The company reports that, since the registration statement became effective, it has sold $3,591,000 of common stock represented by 2,094,395 shares to Alumni Capital; to the extent these are additional shares, the sales reduce existing holders’ percentage ownership absent offsetting changes.

8-K Event Classification

3 items: 7.01, 8.01, 9.01

3 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Commitment Amount under Any Market Purchase Agreement: $15 million Maximum potential Commitment Amount if increased: $50 million Shares of Common Stock sold to Alumni Capital LP: 2,094,395 shares +3 more

6 metrics

Commitment Amount under Any Market Purchase Agreement $15 million Maximum aggregate amount of common stock INVO Fertility may sell to Alumni Capital LP, subject to the agreement

Maximum potential Commitment Amount if increased $50 million Upper limit if INVO Fertility and Alumni Capital mutually agree in writing to increase the Commitment Amount

Shares of Common Stock sold to Alumni Capital LP 2,094,395 shares Total shares sold under the Any Market Purchase Agreement since the registration statement became effective

Proceeds from shares sold under the Purchase Agreement $3,591,000 Approximate total consideration received for 2,094,395 shares of common stock sold to Alumni Capital LP

Approximate average price per share $1.71 per share Approximate average price for shares sold to Alumni Capital LP under the Any Market Purchase Agreement

Conference dates for H.C. Wainwright 28th Annual Global Investment Conference September 14–16, 2026 Period during which INVO Fertility plans to use the furnished investor presentation

Key Terms

Any Market Purchase Agreement, Commitment Amount, forward-looking statements, emerging growth company

4 terms

Any Market Purchase Agreement financial

"the Company entered into an Any Market Purchase Agreement (the “Purchase Agreement”)"

Commitment Amount financial

"to sell to the Investor up to an aggregate of $15 million (the “Commitment Amount”)"

forward-looking statements regulatory

"contains statements intended as “forward-looking statements” that are subject to the cautionary language"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

emerging growth company regulatory

"12b-2 of this chapter) Emerging growth company ."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What did INVO Fertility, Inc. (IVF) announce in this 8-K?

INVO Fertility, Inc. furnished an investor presentation it will use at the H.C. Wainwright 28th Annual Global Investment Conference and reported activity under its Any Market Purchase Agreement with Alumni Capital LP, including 2,094,395 shares sold for approximately $3,591,000 at an average price of $1.71 per share.

What is the size of INVO Fertility’s Any Market Purchase Agreement (IVF)?

INVO Fertility’s Any Market Purchase Agreement with Alumni Capital LP allows the company to sell up to a $15 million Commitment Amount of common stock, with the ability for the parties to mutually agree in writing to increase this amount up to $50 million.

How many shares has INVO Fertility (IVF) sold under the Alumni Capital agreement?

Since the registration statement for the shares became effective, INVO Fertility has sold 2,094,395 shares of its common stock to Alumni Capital LP under the Any Market Purchase Agreement, generating approximately $3,591,000 in proceeds at an approximate average price of $1.71 per share.

When and where will INVO Fertility (IVF) use its new investor presentation?

INVO Fertility intends to use its investor presentation, furnished as Exhibit 99.1, during its participation in the H.C. Wainwright 28th Annual Global Investment Conference taking place from September 14 to September 16, 2026, and has posted the presentation on the Investors section of its website.

Is the INVO Fertility (IVF) investor presentation considered filed with the SEC?

The investor presentation furnished as Exhibit 99.1 is being furnished, not filed, under the Exchange Act. It is not subject to Section 18 liabilities and is not incorporated by reference into Securities Act or Exchange Act filings unless specifically referenced.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/28/2026 - 08:45 AM Accepted by SEC EDGAR 08/28/2026 - 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): August 28, 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 7.01

Regulation FD Disclosure.

INVO Fertility, Inc. (the “Company”) is furnishing a copy of an investor presentation (the “Presentation”) that the Company intends to use, in whole or in part, during the Company’s presentation at the H.C. Wainwright 28^th Annual Global Investment Conference from September 14 to September 16, 2026. The Presentation addresses the Company’s current and long-term operations, performance and industry conditions. On August 28, 2026, the Company posted a copy of the Presentation to the “Investors” portion of its website (www.invofertility.com). These slides are attached to this Current Report on Form 8-K as Exhibit 99.1.

The information under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. The Company undertakes no obligation to update, supplement or amend the materials attached hereto as Exhibit 99.1. In addition, Exhibit 99.1 furnished herewith contains statements intended as “forward-looking statements” that are subject to the cautionary language about forward-looking statements set forth in such exhibit.

Item 8.01

Other Events.

As previously reported, on July 24, 2026, the Company entered into an Any Market Purchase Agreement (the “Purchase Agreement”) with Alumni Capital LP (the “Investor”), pursuant to which the Company has the right, but not the obligation, to sell to the Investor up to an aggregate of $15 million (the “Commitment Amount”), unless the Company and the Investor mutually agree in writing to increase the Commitment Amount to an amount not to exceed $50 million, of the shares (“Shares”) of the Company’s common stock, $0.0001 per share (“Common Stock”) from time to time during the term of the Purchase Agreement, subject to certain conditions and limitations.

Since the SEC declared the registration statement registering the Shares effective, the Company has sold 2,094,395 shares of Common Stock to the Investor pursuant to the Purchase Agreement for approximately $3,591,000 at an approximate average price per share of $1.71.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Invo Fertility Corporate Presentation
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.