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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) June 22, 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
2.02. Results of Operations and Financial Condition.
On
June 22, 2026, INVO Fertility, Inc. (the “Company”), issued a press release announcing financial results for the quarter
ended March 31, 2026. The text of the press release is furnished as Exhibit 99.1 to this current report.
The
information in this Item 2.02 and Exhibit 99.1 hereto shall not be deemed “filed” for the purposes of or otherwise subject
to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless expressly
incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, the information contained
in this Item 2.02 and Exhibit 99.1 hereto shall not be incorporated by reference into any Company filing, whether made before or after
the date hereof, regardless of any general incorporation language in such filing.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated June 22, 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 hereunto duly authorized.
| Date:
June 22, 2026 |
INVO
FERTILITY, INC. |
| |
|
| |
/s/
Steven Shum |
| |
Steven
Shum |
| |
Chief
Executive Officer |
Exhibit 99.1
INVO
Fertility Reports First Quarter 2026 Results
Reflecting Strong Revenue Growth, Expanded Fertility
Clinic Platform, and Improved Capital
Structure
23%
revenue growth, elimination of all Series C-2 Preferred Stock and warrant liabilities, and a
strengthened balance sheet
Growth
reflects both organic clinic initiatives and acquisition contribution from Family
Beginnings, reinforcing INVO’s two primary growth
avenues
SARASOTA,
Fla., June 22, 2026 — INVO Fertility, Inc. (Nasdaq: IVF) (“INVO Fertility” or the “Company”), a healthcare
fertility company focused on the establishment, acquisition, and operation of fertility clinics and related businesses and technologies,
today announced financial results for the first quarter ended March 31, 2026.
Q1
2026 Financial Highlights (all metrics compared to Q1 2025 unless otherwise noted)
| ● | Revenue
was $2,015,225, an increase of 23% compared to $1,637,185. |
| ● | Consolidated
clinic revenue increased 22% to $1,982,233, compared to $1,621,553. |
| ● | Net
loss from continuing operations was $(5.5) million compared to $(1.5) million. The 2026 period
included a $3.8 million non-cash loss on changes in fair value related to liability-classified
warrants that were reclassified to equity during the quarter. |
| ● | Net
loss was $(5.5) million compared to $(17.4) million. The prior-year period included a $15.9
million loss from discontinued operations related to NAYA Therapeutics. |
| ● | Adjusted
EBITDA (see table included) was $(1.26) million compared to $(0.6) million, reflecting recent
investments made in advance to support additional clinic expansion and overall future growth. |
Capital
Structure and Balance Sheet Highlights
| ● | Key
balance sheet improvements: As of March 31, 2026, all Series C-2 Preferred Stock had
been converted or retired, and warrant liabilities were eliminated. The Company ended the
quarter with $0 of Series C-2 Preferred Stock and $0 of warrant liabilities, compared to
$2.4 million and $1.9 million, respectively, at December 31, 2025. |
| ● | Substantially
strengthened equity base: Stockholders’ equity increased 108% to $15.0 million,
or $9.16 per share, at March 31, 2026, compared to $7.2 million at December 31, 2025. |
| ● | Improved
liquidity: Cash increased to $4.9 million at March 31, 2026, compared to $2.1 million
at December 31, 2025 and $0.8 million at March 31, 2025. |
| ● | Reduced
liabilities: Total liabilities decreased 26% to $9.6 million at March 31, 2026, compared
to $13.0 million at December 31, 2025, while current liabilities decreased 39% to $6.4 million. |
| ● | Financing
support for growth strategy: During Q1 2026, the Company received net proceeds of approximately
$7.1 million from warrant exercises, a portion of which was used to satisfy approximately
$2.0 million of deferred acquisition consideration related to the Wisconsin Fertility Institute
acquisition and reduce debt. |
| ● | Share
count clarity: As of June 22, 2026, the Company had 1,786,035 shares of common stock
outstanding. Assuming the full exercise of all outstanding cash-exercisable warrants and
options, and the conversion of all convertible debt, the Company’s fully diluted common
shares outstanding would be approximately 4.85 million shares. |
Recent
Highlights
| ● | Revenue
Growth Across the Clinic Platform: Q1 2026 revenue growth was driven by both organic
clinic growth initiatives and the partial-quarter contribution from the acquisition of Family
Beginnings P.C., underscoring INVO Fertility’s two core growth pillars: expanding revenue
within existing clinics and acquiring established fertility practices. |
| ● | Indiana
Expansion: The Company completed the acquisition of Family Beginnings in February 2026,
adding a fourth operational fertility clinic in the United States and expanding INVO Fertility’s
Midwest presence. Family Beginnings offers a comprehensive range of fertility services, including
IVF and IVC, and was an early adopter of the Company’s INVOcell solution. |
| ● | Operational
Investments to Support Growth: During Q1 2026, the Company added personnel across operations,
human resources, and finance intended to support further expansion of its fertility operations
in 2026 through both organic growth and acquisitions. These investments had an impact on
Q1 2026 Adjusted EBITDA, but are expected to support and drive future growth, operational
improvements and greater scalability, which management believes can contribute to Adjusted
EBITDA improvements throughout the year. |
| ● | Focused
Fertility Strategy: Following the 2025 divestiture of a majority interest in NAYA Therapeutics,
the first quarter of 2026 reflects a cleaner reporting period without losses from discontinued
operations, providing investors with a clearer view of the Company’s fertility-focused
operating platform. |
| ● | Expanded
Operating Platform: With four fertility clinics in the United States and ongoing INVOcell
commercialization through third-party clinics, INVO Fertility remains focused on building
scale in fertility services while continuing to pursue innovative technologies that can benefit
patients and enhance clinic operations. |
Strategic
Outlook
The
first quarter of 2026 represented an important inflection point for INVO Fertility. The Company believes investors can now see the impact
of a more focused operating strategy, a simplified capital structure, and a balance sheet that has been strengthened compared to year-end
2025.
INVO
Fertility’s strategy is centered on two complementary growth pillars: driving organic growth across existing clinics through improved
execution, payer access, added services, and patient-centered innovation, and pursuing disciplined acquisitions of established fertility
clinics that can add scale, expand the Company’s geographic footprint, and enhance long-term earnings power.
The
Company believes fertility care remains supported by favorable long-term demand trends, including a large underserved patient population,
growing awareness of fertility treatment options, expanding employer-benefit coverage, and continued demand for more accessible assisted
reproductive technology care. With a growing clinic network, strengthened balance sheet, and focused fertility strategy, INVO Fertility
believes it is better positioned to execute against its long-term growth plan.
Management
Commentary
“The
first quarter reflected an important period for INVO Fertility,” said Steve Shum, Chief Executive Officer of INVO Fertility. “We
believe investors can now see a much cleaner operating company: the Series C-2 Preferred Stock has been eliminated, warrant liabilities
have been removed, cash has increased, and stockholders’ equity has more than doubled from year-end. Just as importantly, we delivered
revenue growth through both of our core growth pillars - organic growth within our existing clinics and acquisition growth through Family
Beginnings. We believe this combination creates a more stable foundation and a springboard for the next phase of our strategy.”
“Looking
ahead, our priorities are straightforward: integrate and grow the current clinic base, continue implementing organic growth initiatives,
and pursue disciplined acquisitions of established fertility clinics that can add scale and enhance long-term earnings power. We continue
to believe INVO Fertility is becoming a stronger platform company in an attractive and underserved fertility market,” Shum concluded.
First
Quarter Financial Discussion
Revenue
for the first quarter of 2026 was approximately $2.0 million, compared to approximately $1.6 million for the first quarter of 2025. The
increase was primarily attributable to increased revenue from growth initiatives at the Georgia clinic, as well as the addition of Family
Beginnings following the February 2026 acquisition.
Cost
of services was approximately $1.3 million for the first quarter of 2026, compared to approximately $1.0 million for the first quarter
of 2025, generally correlating with the increase in clinic revenue. Selling, general and administrative expenses were approximately $2.2
million, compared to approximately $1.6 million for the first quarter of 2025, reflecting higher professional fees, personnel costs and
general administrative operating expenses as the Company invests in the infrastructure required to build and support its clinic platform.
The
Company reported a net loss from continuing operations of approximately $5.5 million for the first quarter of 2026, compared to approximately
$1.5 million for the first quarter of 2025. The 2026 net loss included approximately $3.8 million of non-cash expense related to the
remeasurement of liability-classified warrants immediately prior to their reclassification to equity during the quarter. The Company
reported no loss from discontinued operations during the first quarter of 2026, compared to a $15.9 million loss from discontinued operations
in the first quarter of 2025 related to NAYA Therapeutics.
Net
cash used in operating activities improved to approximately $1.9 million in the first quarter of 2026, compared to approximately $3.5
million in the prior-year period. The Company ended the first quarter of 2026 with approximately $4.9 million in cash.
Use
of Non-GAAP Measure
Included
in this press release is a reconciliation of Adjusted EBITDA. Adjusted EBITDA is a non-GAAP measure. This measure is not intended to
be a substitute for those financial measures reported in accordance with GAAP. Adjusted EBITDA has been included because management believes
that, when considered together with the GAAP figures, it provides meaningful information related to operating performance and liquidity
and can enhance an overall understanding of financial results and trends. Adjusted EBITDA may be calculated by us differently than other
companies that disclose measures with the same or similar terms. See our attached financials for a reconciliation of this non-GAAP measure
to the nearest GAAP measure.
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 U.S.-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,
including statements regarding organic growth initiatives, acquisition opportunities, integration of acquired clinics, balance sheet
improvements, liquidity, the growth of our clinic platform and our ability to achieve cash flow break even or profitability, 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
INVO
FERTILITY, INC.
CONSOLIDATED
STATEMENTS OF OPERATIONS
| | |
For the Three Months Ended March 31, | |
| | |
2026 | | |
2025 | |
| Revenue: | |
| | | |
| | |
| Clinic revenue | |
$ | 1,982,233 | | |
$ | 1,621,553 | |
| Product revenue | |
| 32,992 | | |
| 15,632 | |
| Total revenue | |
| 2,015,225 | | |
| 1,637,185 | |
| Operating expenses: | |
| | | |
| | |
| Cost of services | |
| 1,282,247 | | |
| 1,040,945 | |
| Cost of goods sold | |
| 5,152 | | |
| 3,984 | |
| Selling, general, and administrative | |
| 2,176,099 | | |
| 1,557,322 | |
| Depreciation and amortization | |
| 142,698 | | |
| 234,462 | |
| Total operating expenses | |
| 3,606,196 | | |
| 2,836,713 | |
| Loss from operations | |
| (1,590,971 | ) | |
| (1,199,528 | ) |
| Other income (expense): | |
| | | |
| | |
| Gain from equity method investment | |
| 22,168 | | |
| 15,096 | |
| Loss on changes in fair value of warrant liability | |
| (3,790,225 | ) | |
| - | |
| Interest expense | |
| (180,323 | ) | |
| (307,839 | ) |
| Total other income (expense) | |
| (3,948,380 | ) | |
| (292,743 | ) |
| Net loss from continuing operations | |
| (5,539,351 | ) | |
| (1,492,271 | ) |
| Loss from discontinued operations | |
| - | | |
| (15,911,315 | ) |
| Net loss | |
$ | (5,539,351 | ) | |
$ | (17,403,586 | ) |
| | |
| | | |
| | |
| Net loss from continuing operations per common share: | |
| | | |
| | |
| Basic | |
$ | (3.38 | ) | |
$ | (297.87 | ) |
| Diluted | |
$ | (3.38 | ) | |
$ | (297.87 | ) |
| | |
| | | |
| | |
| Net loss from discontinued operations per common share: | |
| | | |
| | |
| Basic | |
$ | - | | |
$ | (3,176.06 | ) |
| Diluted | |
$ | - | | |
$ | (3,176.06 | ) |
| | |
| | | |
| | |
| Net loss per common share: | |
| | | |
| | |
| Basic | |
$ | (3.38 | ) | |
$ | (3,473.93 | ) |
| Diluted | |
$ | (3.38 | ) | |
$ | (3,473.93 | ) |
| | |
| | | |
| | |
| Weighted average number of common shares outstanding: | |
| | | |
| | |
| Basic | |
| 1,637,859 | | |
| 5,010 | |
| Diluted | |
| 1,637,859 | | |
| 5,010 | |
Adjusted EBITDA
| | |
For the Three Months Ended | |
| | |
March 31, | |
| | |
2026 | | |
2025 | |
| | |
| | |
| |
| Net loss from continuing operations | |
$ | (5,539,351 | ) | |
$ | (1,492,271 | ) |
| Interest expense | |
| 180,323 | | |
| 224,215 | |
| Amortization of debt discount | |
| - | | |
| 87,055 | |
| Depreciation and amortization | |
| 142,698 | | |
| 234,462 | |
| Stock-based compensation | |
| 70,921 | | |
| 70,655 | |
| Stock option expense | |
| 94,311 | | |
| 45,000 | |
| Loss on changes in fair value of warrant liability | |
| 3,790,225 | | |
| - | |
| NAYA Therapeutics divestiture related costs | |
| - | | |
| 224,333 | |
| Adjusted EBITDA | |
$ | (1,260,873 | ) | |
$ | (606,551 | ) |
