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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): October 30, 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) |
|
(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
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:
| Common
Stock, $0.0001 par value |
|
IVF |
|
The
Nasdaq Stock Market LLC |
| (Title
of Each Class) |
|
(Trading
Symbol) |
|
(Name of Each Exchange on Which Registered) |
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act
of 1934 (CFR §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 5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
INVO Fertility, Inc. (the “Company”)
has filed a Certificate of Change (the “Certificate of Change”) with the Secretary of State of the State of Nevada, effective
October 30, 2026 to effectuate a 1-for-4 reverse stock split (the “Reverse Stock Split”) of the Company’s issued
and outstanding and authorized shares of common stock, par value $0.0001 per share (“Common Stock”). The Reverse Stock Split
became effective at 12:01 a.m., Eastern Time, on Friday, October 30, 2026, and the Company’s Common Stock began trading on a split-adjusted
basis when The Nasdaq Stock Market (“Nasdaq”) opened on October 30, 2026.
When the Reverse Stock Split became effective, every
4 shares of Common Stock issued and outstanding were automatically reclassified and combined into one share of Common Stock, without any
change in the par value per share, and a proportionate adjustment was made to the Company’s authorized shares of Common Stock such
that the Company now has 62,500,000 shares of authorized Common Stock. In addition, a proportionate adjustment has been made to the per
share exercise price and the number of shares issuable upon the exercise of all outstanding stock options and warrants to purchase shares
of Common Stock and the number of shares reserved for issuance pursuant to the Company’s equity incentive compensation plans. No
fractional shares of Common Stock were issued in connection with the Reverse Stock Split. Stockholders who otherwise would have been entitled
to receive fractional shares of Common Stock had their holdings rounded up to the next whole share. Stockholders holding shares in street
name through a broker or nominee who would have otherwise been entitled to receive a fractional share received a cash payment for such
fractional interest, the amount of which was determined and administered by the applicable broker or nominee in accordance with their
standard procedures.
The Company’s Common Stock will continue to
trade on The Nasdaq Capital Market under the existing symbol “IVF”, but the security has been assigned a new CUSIP number
(44984F872).
The foregoing description of the Certificate of Change
does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Change 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 October 27, 2026 the Company issued a press release
announcing the Reverse Stock Split. 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 |
|
Description |
| 3.1 |
|
Certificate of Change |
| 99.1 |
|
Press Release dated October 27, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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: November 4, 2026
| |
INVO
FERTILITY, INC. |
| |
|
|
| |
By: |
/s/
Steven Shum |
| |
|
Steven
Shum |
| |
|
Chief
Executive Officer |
Exhibit
99.1
INVO
Fertility Announces a 1:4 Reverse Stock Split Effective Pre-Market Opening on October 30, 2026
SARASOTA,
Fla., October 27, 2026 (GLOBE NEWSWIRE) – INVO Fertility, Inc. (“INVO”) (NASDAQ: IVF), a healthcare company focused
on the establishment, acquisition and operation of fertility clinics and related businesses and technologies, announced today that it
will effect a 1-for-4 reverse split of its issued and outstanding and of its authorized common stock effective as of 12:01 a.m. Eastern
Time on October 30, 2026. Commencing with the opening of trading on The Nasdaq Capital Market on October 30, 2026, the Company’s
common stock will trade on a post-split basis under the same trading symbol, “IVF”.
As
a result of the reverse stock split, the CUSIP number for the Company’s common stock will be 44984F872. As a result of the reverse
stock split, every 4 shares of issued and outstanding common stock will be exchanged for 1 share of common stock. Registered holders
of record who would otherwise hold a fractional share will be rounded up to the next whole share. Beneficial holders holding shares in
street name through a broker or nominee who would otherwise be entitled to receive a fractional share will receive a cash payment for
such fractional interest, the amount of which will be determined and administered by the applicable broker or nominee in accordance with
their standard procedures. Immediately after the reverse stock split becomes effective, the company will have approximately 1,192,841
shares of common stock issued and outstanding. In addition, a proportionate adjustment will be made to the company’s authorized
shares of common stock such that the Company shall have 62,500,000 shares of authorized common stock after the effective time of the
reverse stock split.
About
INVO Fertility
We
are a healthcare services fertility company dedicated to expanding assisted reproductive technology (“ART”) care to patients
in need. Our principal commercial strategy is focused on building, acquiring and operating fertility clinics and related businesses and
technologies. Our acquisition strategy focuses on U.S.-based, profitable fertility clinics. Our clinics offer a variety of fertility
services, including in vitro fertilization (“IVF”) and the intravaginal culture (“IVC”) enabled by our INVOcell®.
We have four fertility clinics in the United States. We also continue to engage in the sale and distribution of our INVOcell technology
solution into 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. For more information, please visit
www.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
