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2026-01-28
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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): January 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
1.01. Entry into a Material Definitive Agreement.
Inducement
Letter Agreement
On
January 28, 2026, INVO Fertility, Inc. (the “Company”) entered into an inducement letter agreement (the “Inducement
Letter Agreement”) with an institutional investor and existing holder (the “Holder”) of certain existing warrants (the
“Existing Warrants”) to purchase up to 4,733,728 shares of the Company’s common stock (the “Common Stock”).
The Existing Warrants were originally issued on December 3, 2025, with an exercise price of $1.61 per share.
The
issuance of the shares of Common Stock upon exercise of the Existing Warrants is registered pursuant to a registration statement on Form
S-1 (File No. 333-292206), which was declared effective by the Securities and Exchange Commission (the “SEC”) on December
29, 2025.
Pursuant
to the Inducement Letter Agreement, the Holder agreed to exercise the Existing Warrants for cash at a reduced exercise price of $1.59
per share in consideration for the Company’s agreement to issue new unregistered warrants to purchase up to an aggregate of 9,467,456
shares of Common Stock at an exercise price of $1.59 per share (the “New Warrant”).
The
Company has agreed to file a registration statement on Form S-1 (or other appropriate form if it is not eligible to utilize Form S-3)
providing for the resale of the shares (the “New Warrant Shares”) of Common Stock issuable upon the exercise of the New Warrant
(the “Resale Registration Statement”) on or before the 15th calendar day following the date of the closing of the exercise
of the Existing Warrants (the “Closing Date”), and to use commercially reasonable best efforts to cause the Resale Registration
Statement to become effective within sixty (60) calendar days following the Closing Date (or within ninety (90) calendar days following
the Closing Date in case of “full review” of such registration statement by the Commission) (the “Effectiveness Date”).
Pursuant
to the Inducement Letter Agreement, except for certain exempt issuances set forth in the Inducement Letter Agreement, the Company agreed
not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any Common Stock or Common Stock equivalents
or file any registration statement or any amendment or supplement to any existing registration statement, subject to certain exceptions,
from the date of the Inducement Letter Agreement until 30 days after the Effectiveness Date. In addition, from the
date of the Inducement Letter Agreement until three (3) months following the Effectiveness Date, the Company shall be prohibited from
effecting or entering into an agreement to effect any issuance by the Company or any subsidiary of Common Stock or Common Stock Equivalents
(or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction
in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or
include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or
other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after
the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being
reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent
events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into, or effects
a transaction under, any agreement, including, but not limited to, an equity line of credit or an “at-the-market offering”,
whereby the Company may issue securities at a future determined price, regardless of whether shares pursuant to such agreement have actually
been issued and regardless of whether such agreement is subsequently canceled.
The
Company shall file a proxy statement on Schedule 14A with the SEC no later than ten (10) days after the filing of the Company’s
Annual Report on Form 10-K for the period ended December 31, 2025, for the purpose of holding a meeting of stockholders (which may also
be at the annual meeting of stockholders) at the earliest practical date after the date thereof, for the purpose of obtaining Stockholder
Approval (as defined below), with the recommendation of the Company’s Board of Directors that such proposals be approved,
and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals
in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company
does not obtain Stockholder Approval at the first meeting, the Company shall call a meeting every three months thereafter to seek Stockholder
Approval until the earlier of the date Stockholder Approval is obtained or the Warrants are no longer outstanding.
The
aggregate gross proceeds to the Company from the exercise of the Existing Warrants will be approximately $7.5 million, before
deducting offering expenses payable by the Company.
The
New Warrant
Exercisability.
The New Warrants will be exercisable upon receipt of such approval as may be required by the applicable rules and regulations of the
Nasdaq Capital Market (or any successor entity) from the stockholders of the Company with respect to issuance of all of the New Warrants
and the shares of common stock upon the exercise thereof (“Stockholder Approval”, and such date, the “Stockholder Approval
Date”) and have a term of five and one-half years from the Stockholder Approval Date. If a registration statement registering the
issuance of the New Warrant Shares under the Securities Act is not effective or available, the holder may, in its sole discretion, elect
to exercise the New Warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of
New Warrant Shares determined according to the formula set forth in the New Warrant.
Exercise
Limitation. A holder of the New Warrant will not have the right to exercise any portion of the New Warrant if the holder (together
with its affiliates) would beneficially own in excess of 9.99% (the “Beneficial Ownership Limitation”) of the number of shares
of the Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance
with the terms of the New Warrant; provided, however, such holder, upon notice to the Company, may increase or decrease the Beneficial
Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of
the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise
of the New Warrant held such holder. Any change in the Beneficial Ownership Limitation will be effective not be effective until the 61st
day after such notice is delivered to the Company.
Exercise
Price Adjustment. Subject to the aforementioned limitations, the exercise price of the New Warrant is subject to appropriate
adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications, or similar
events affecting the Common Stock, and upon any distributions of assets, including cash, stock, or other property to our stockholders.
In addition, subject to the rules and regulations of the Nasdaq Capital Market (or any successor entity), the Company may at any time
during the term of the New Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate
by the board of directors of the Company.
Subsequent
Rights Offerings. The New Warrant provides that, if the Company conducts a pro rata distribution of rights, warrants or other
securities to holders of its Common Stock, the holder of the New Warrant will be entitled to participate in such offering as if it held
the shares of Common Stock issuable upon full exercise of the New Warrant immediately prior to the applicable record date. Participation
is subject to the Beneficial Ownership Limitation, and any portion of such rights that would cause the holder of the New Warrant to exceed
those limitations will be deferred until such limitations no longer apply.
Pro
Rata Distributions. While the New Warrant is outstanding, the holder of the New Warrant is entitled to participate in any dividend
or other pro rata distribution of cash, securities, or other property to holders of Common Stock as if it held the shares of Common Stock
issuable upon full exercise of the New Warrant immediately prior to the applicable record date. Participation is subject to the Beneficial
Ownership Limitations, with any portion of a distribution that would cause such holder to exceed such limitations deferred until the
limitation no longer applies.
Fundamental
Transactions. Upon the occurrence of certain fundamental transactions, including mergers, consolidations, asset sales, tender
or exchange offers, recapitalizations or changes of control, the holder of the New Warrant will be entitled, upon exercise of the New
Warrant, to receive the same form and amount of consideration that would have been received had the New Warrant been exercised immediately
prior to such transaction, with the exercise price appropriately adjusted as set forth in the New Warrant. In certain fundamental transactions,
the holder of the New Warrant may instead elect to require the Company or a successor entity to repurchase the unexercised portion of
the warrant for its Black-Scholes Value (as defined in the New Warrant). The New Warrant further provides for assumption by any successor
entity and continuation of the New Warrant holder’s rights following a fundamental transaction.
The foregoing
is only a summary of the New Warrant and the Inducement Letter Agreement and does not purport to be a complete description thereof.
Such descriptions
are qualified in their entirety by reference to the Form of New Warrant and the Form of Inducement Letter Agreement, copies of which
are incorporated by reference as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K (this “Report”)
and are incorporated by reference herein.
Financial
Advisor Agreement
In
connection with the Inducement Letter Agreement, on January 28, 2026, the Company entered into a letter agreement (the “Financial
Advisor Agreement”) with Maxim Group LLC (the “Financial Advisor”), pursuant to which (i) the Financial Advisor agreed
to act as exclusive lead warrant solicitation agent on a “reasonable best efforts” basis in connection with the transactions
contemplated by the Inducement Letter Agreement, and (ii) the Company agreed to pay the Financial Advisor an aggregate fee equal to 6.5%
of the gross proceeds received by the Company from the exercise of the Existing Warrants. Additionally, the Company reimbursed
the Financial Advisor for certain expenses and legal fees up to $20,000.
Forward-Looking
Statements
This
Report contains “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. Words like “will,” or comparable terminology, are used
to identify forward-looking statements, although not all forward-looking statements contain these words. Although the Company believes
that it is basing its expectations and beliefs on reasonable assumptions within the bounds of what is currently known about its business
and operations, there can be no assurance that actual results will not differ materially from what the Company expects or believes. Some
of the factors that could cause the Company’s actual results to differ materially from its expectations or beliefs are disclosed
in the “Risk Factors” section, as well as other sections, of its reports filed with the Securities and Exchange Commission,
which include, without limitation, its ability to regain compliance with the Nasdaq Listing Standards and maintain the listing of its
securities on Nasdaq. All forward-looking statements speak only as of the date on which they are made and the Company undertakes no duty
to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Item
3.02. Unregistered Sales of Equity Securities.
On
January 30, 2026, the Company issued the New Warrant to the Purchaser. The New Warrant was sold and issued, and the shares of Common
Stock issuable thereunder will be sold and 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 Item 1.01 of this Report related to the New Warrants
is incorporated herein by reference. The form of the New Warrant has been filed as Exhibit 4.1 to this Form 8-K and is incorporated
by reference herein.
Item
8.01 Other Events
On
January 29, 2026 the Company issued a press release announcing the transactions contemplated by the Inducement Letter Agreement. 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. |
|
Description |
| 4.1 |
|
Form
of New Warrant |
| 10.1 |
|
Form
Inducement Letter Agreement |
| 99.1 |
|
Press
Release |
| 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:
January 30, 2026 |
|
|
