INVO Fertility (IVF) brings in $200,000 from Series C-2 preferred sale

Rhea-AI Filing Summary

INVO Fertility, Inc. reported an unregistered sale of equity securities to an institutional investor that already holds its Series C-2 Convertible Preferred Stock. On October 6, 2025, the investor exercised its "Additional Investment Right" to acquire 200 shares of Series C-2 Preferred Stock, with an aggregate stated value of $200,000, paying $200,000 in cash to the company.

Following this investment, the conversion price of the Series C-2 Preferred Stock adjusted to $0.6643 per share, which determines how many shares of common stock the preferred shares can convert into. The preferred shares issued, and the common stock issuable upon conversion, were sold without registration under the Securities Act, relying on exemptions under Section 4(a)(2) and/or Rule 506 for private offerings.

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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 6, 2025

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 3.02. Unregistered Sales of Equity Securities.

On October 6, 2025, an institutional investor and existing holder (the “Holder”) of Series C-2 Convertible Preferred Stock (the “C-2 Preferred”) of INVO Fertility, Inc. (the “Company”) exercised its Additional Investment Right (as defined in that certain Securities Purchase Agreement (as amended, the “Securities Purchase Agreement”), dated as of January 3, 2024, between the Holder and NAYA Therapeutics Inc. (formerly known as NAYA Biosciences, Inc.), to which the Company became a party pursuant to a joinder agreement (the “Joinder Agreement”) on October 11, 2024), to acquire 200 shares of C-2 Preferred, with an aggregate stated value of $200,000, for $200,000 in cash. As a result of the exercise, the conversion price on the C-2 Preferred adjusted to $0.6643 per share. The C-2 Preferred issued pursuant to this exercise were sold and issued, and the shares of common stock issuable thereunder will be sold and issued, without registration under 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.

To the extent required by Item 3.02 of Form 8-K, the information contained in Item 1.01 of the Current Report on Form 8-K filed on July 1, 2025 is incorporated herein by reference.

Exhibit No.		Description
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: October 10, 2025	INVO FERTILITY, INC.
	/s/ Steven Shum
	Steven Shum
	Chief Executive Officer

FAQ

What did INVO Fertility (IVF) disclose in this 8-K filing?

INVO Fertility disclosed an unregistered sale of equity securities, where an existing institutional holder of its Series C-2 Convertible Preferred Stock exercised an Additional Investment Right to buy more preferred shares for cash.

How much capital did INVO Fertility (IVF) raise in this transaction?

The company raised $200,000 in cash from the sale of 200 shares of Series C-2 Convertible Preferred Stock, each with a stated value contributing to an aggregate stated value of $200,000.

What happened to the Series C-2 Preferred Stock conversion price for INVO Fertility (IVF)?

As a result of the investor exercising its Additional Investment Right, the conversion price of the Series C-2 Preferred Stock adjusted to $0.6643 per share of common stock.

Was the INVO Fertility (IVF) preferred stock sale registered with the SEC?

No. The Series C-2 Preferred Stock issued, and the common shares issuable upon conversion, were sold and issued without registration under the Securities Act, relying on Section 4(a)(2) and/or Rule 506 exemptions for private offerings.

Who purchased the new Series C-2 Preferred Stock from INVO Fertility (IVF)?

An institutional investor that was already an existing holder of INVO Fertility’s Series C-2 Convertible Preferred Stock exercised its Additional Investment Right to purchase the new 200 shares.

What agreement governed the Additional Investment Right referenced by INVO Fertility (IVF)?

The Additional Investment Right arose under a Securities Purchase Agreement dated January 3, 2024, initially between the holder and NAYA Therapeutics Inc., which INVO Fertility later joined via a Joinder Agreement on October 11, 2024.