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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 2, 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 2, 2026, INVO Fertility, Inc. (the “Company”), issued a press release announcing financial results for the year
ended December 31, 2025. 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 2, 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 2, 2026 |
INVO
FERTILITY, INC. |
| |
|
| |
/s/
Steven Shum |
| |
Steven
Shum |
| |
Chief
Executive Officer |
Exhibit
99.1
INVO
Fertility Announces Fiscal Year 2025 Financial Results
SARASOTA,
Fla., June 2, 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 fiscal year 2025 financial results.
FY2025
Financial Highlights (all metrics compared to FY2024 unless otherwise noted)
| ● | Revenue
was $6,841,250, an increase of 5% compared to $6,532,000. |
| | | |
| ● | Consolidated
clinic revenue increased 4% to $6,721,057, compared to $6,450,431. |
| | | |
| ● | Revenue
from all clinics was $8,021,929, including both consolidated and equity method clinics, an
increase of 4% compared to $7,731,177. |
| | | |
| ● | Net
loss from continuing operations was $(5.3) million compared to $(7.7) million. |
| | | |
| ● | Adjusted
EBITDA (see table included) was $(3.2) million compared to $(2.2) million. |
Recent
Highlights
| ● | Financing
and Balance Sheet Strengthening: The Company announced financing transactions in December
2025 ($4 million) and January 2026 ($7.5 million) representing approximately $11.5 million
of aggregate gross proceeds before expenses, providing additional flexibility to execute
the Company’s growth strategy and pay down certain liabilities. Further, as of March
31, 2026, all Series C-2 Preferred Stock had been converted or retired, warrant liabilities
have been eliminated, and cash balances are higher, resulting in a further strengthening
of the balance sheet and streamlined capitalization structure. After the first quarter 2026
financing and conversion of remaining Series C-2 Preferred Stock, the total common shares
outstanding as of June 2, 2026 is approximately 1.8 million shares. |
| | | |
| ● | Indiana
Expansion: The Company successfully closed the acquisition of Indiana-based Family Beginnings
in February 2026, adding a fourth operational fertility clinic in the United States and expanding
the Company’s Midwest presence. Family Beginnings generated approximately $1.2 million
in revenue and approximately $0.2 million in net income for the trailing twelve-month period
ended September 30, 2025. |
| | | |
| ● | Employer-benefit
Access Expansion: Wisconsin Fertility Institute joined the Progyny network, broadening
access to employer-sponsored patients and strengthening the Company’s payor mix. |
| | | |
| ● | Innovation
and Intellectual Property: The Company continued investing in technology and platform
differentiation through issuance of a new patent for its modified INVOcell device, extending
protection through 2040. |
| | | |
| ● | Advanced
Laboratory Innovation: The Company announced the availability of time-lapse incubation
technology at the Wisconsin Fertility Institute, adding an advanced embryo monitoring solution
intended to support informed clinical decision-making and enhance patient engagement, reinforcing
the Company’s commitment to quality, innovation, and patient-centered fertility care. |
| | | |
| ● | Strengthened
Operations Team: INVO is strengthening its operations through the addition of key support
personnel with deep clinical operations experience to drive organizational growth, optimize
day-to-day clinic performance, and support consistent, patient-centered care across INVO
Fertility clinics. |
| | | |
| ● | New
Organic Growth Initiatives: Starting in March 2026, the Company implemented a series
of organic growth initiatives at its Atlanta clinic which are having meaningful impact. |
Strategic Outlook
Over
the past year, INVO Fertility has taken meaningful steps to simplify and strengthen its capital structure. Management believes the Company’s
balance sheet is the strongest it has been in more than three years, providing additional optionality to pursue acquisitions from a position
of strength, invest in organic growth initiatives, and navigate the market with greater confidence.
The
Company believes fertility care remains supported by favorable long-term demand trends, expanding employer-benefit coverage, increased
public awareness around access to care, and a more supportive environment for IVF. INVO’s strategic priorities are centered on
driving organic growth across its existing clinics, integrating and expanding Family Beginnings, pursuing disciplined acquisitions that
can enhance long-term earnings power, and continuing to expand the commercial and intellectual property value of the INVOcell platform.
Management
Commentary
“This
past year marked an important transition for INVO Fertility marked by meaningful progress across operations, acquisitions, and capital
structure, positioning the Company for growth through both organic initiatives and strategic clinic acquisitions moving forward,”
commented Steve Shum, CEO of INVO Fertility.
“We
believe the business has now moved beyond stabilization and into a higher-growth phase. The financing actions completed around year-end
and early 2026 improved our flexibility and clarity of capital structure, while the closing of the Family Beginnings acquisition expanded
our clinic network to four operational fertility clinics. At the same time, we continue to see attractive opportunities to drive organic
growth across our clinics through payer access expansion, added services, operational improvements, and patient-centered innovation.
Importantly, our growing track record as an owner-operator of fertility clinics has enhanced our credibility in the marketplace. As sellers
increasingly look for partners who understand both the clinical and operational aspects of fertility care, we believe INVO Fertility
stands out as a trusted and capable acquirer.”
“As
we look to the future, we are optimistic about what lies ahead. With a stronger operational foundation, a growing clinic network, a robust
acquisition pipeline, and the improved balance sheet, INVO Fertility is well positioned for the next chapter of its growth,” Shum
concluded.
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 our 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 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
INVO
FERTILITY, INC.
CONSOLIDATED
STATEMENTS OF OPERATIONS
| | |
For
the Year Ended December 31, | |
| | |
2025 | | |
2024 | |
| Revenue: | |
| | |
| |
| Clinic revenue | |
$ | 6,721,057 | | |
$ | 6,450,431 | |
| Product
revenue | |
| 120,193 | | |
| 81,569 | |
| Total revenue | |
| 6,841,250 | | |
| 6,532,000 | |
| Operating expenses | |
| | | |
| | |
| Cost of services | |
| 4,282,167 | | |
| 3,645,565 | |
| Cost of goods sold | |
| 30,571 | | |
| 12,201 | |
| Selling, general and administrative | |
| 7,691,151 | | |
| 8,065,801 | |
| Research and development | |
| - | | |
| 4,880 | |
| Impairment of intangible
assets | |
| 1,397,353 | | |
| - | |
| Loss on disposal of fixed
assets | |
| - | | |
| 511,663 | |
| Depreciation
and amortization | |
| 677,364 | | |
| 919,603 | |
| Total operating expenses | |
| 14,078,606 | | |
| 13,159,713 | |
| Loss from operations | |
| (7,237,356 | ) | |
| (6,627,713 | ) |
| Other income (expense): | |
| | | |
| | |
| Gain (loss) from equity
method investment | |
| 31,294 | | |
| 9,045 | |
| Gain on changes in fair
value | |
| 5,172,006 | | |
| - | |
| Gain on lease termination | |
| - | | |
| 94,551 | |
| Loss from debt extinguishment | |
| (2,135,854 | ) | |
| (40,491 | ) |
| Loss on issuance of warrants | |
| (943,862 | ) | |
| - | |
| Gain on settlement of liability | |
| 929,500 | | |
| - | |
| Interest
expense | |
| (1,302,074 | ) | |
| (1,035,143 | ) |
| Total other income (expense
) | |
| 1,751,010 | | |
| (972,038 | ) |
| Net loss from continuing operations before
income taxes | |
| (5,486,346 | ) | |
| (7,599,751 | ) |
| Provision (benefit) for
income taxes | |
| (150,371 | ) | |
| 140,202 | |
| Net loss from continuing
operations | |
| (5,335,975 | ) | |
| (7,739,953 | ) |
| Loss on disposition | |
| (1,534,517 | ) | |
| - | |
| Loss from discontinued
operations | |
| (16,452,562 | ) | |
| (1,519,000 | ) |
| Net loss | |
| (23,323,054 | ) | |
| (9,258,953 | ) |
| Common stock warrants
deemed dividends | |
| (1,807,170 | ) | |
| (250,635 | ) |
| Net loss attributable
to common shareholders | |
$ | (25,130,224 | ) | |
$ | (9,509,588 | ) |
| | |
| | | |
| | |
| Net loss from continuing operations per common
share: | |
| | | |
| | |
| Basic | |
$ | (45.57 | ) | |
$ | (3,078.74 | ) |
| Diluted | |
$ | (45.57 | ) | |
$ | (3,078.74 | ) |
| | |
| | | |
| | |
| Net loss from discontinued operations per common
share: | |
| | | |
| | |
| Basic | |
$ | (153.63 | ) | |
$ | (604.21 | ) |
| Diluted | |
$ | (153.63 | ) | |
$ | (604.21 | ) |
| | |
| | | |
| | |
| Net loss per common share: | |
| | | |
| | |
| Basic | |
$ | (214.64 | ) | |
$ | (3,782.65 | ) |
| Diluted | |
$ | (214.64 | ) | |
$ | (3,782.65 | ) |
| | |
| | | |
| | |
| Weighted average number of common shares outstanding: | |
| | | |
| | |
| Basic | |
| 117,083 | | |
| 2,514 | |
| Diluted | |
| 117,083 | | |
| 2,514 | |
Adjusted
EBITDA
| | |
For the Year Ended | |
| | |
December
31, | |
| | |
2025 | | |
2024 | |
| | |
| | |
| |
| Net loss from continuing operations | |
$ | (5,335,975 | ) | |
$ | (7,739,953 | ) |
| Interest expense | |
| 119,095 | | |
| 412,860 | |
| Amortization of debt discount | |
| 1,182,979 | | |
| 622,283 | |
| Tax expense (benefit) | |
| (150,371 | ) | |
| 140,202 | |
| Depreciation and amortization | |
| 677,364 | | |
| 919,603 | |
| Stock-based compensation | |
| 1,290,482 | | |
| 1,246,918 | |
| Stock option expense | |
| 178,729 | | |
| 342,728 | |
| Non cash compensation for
services | |
| 135,000 | | |
| 180,000 | |
| Reserve on other assets
receivable | |
| - | | |
| 498,592 | |
| Gain on changes in FV | |
| (5,172,006 | ) | |
| - | |
| Loss on issuance of warrants | |
| 943,862 | | |
| - | |
| Loss on disposal of fixed
assets | |
| - | | |
| 511,663 | |
| Gain on lease termination | |
| - | | |
| (94,551 | ) |
| Loss from debt extinguishment | |
| 2,135,854 | | |
| 40,491 | |
| Gain on settlement of liability | |
| (929,500 | ) | |
| - | |
| Impairment of intangible
assets | |
| 1,397,353 | | |
| - | |
| Merger-related
costs | |
| 354,333 | | |
| 671,000 | |
| Adjusted
EBITDA | |
$ | (3,172,801 | ) | |
$ | (2,248,164 | ) |
