INVO Fertility sets C-2 conversion price at $0.6285 after $500K

Rhea-AI Filing Summary

INVO Fertility reported an unregistered equity financing. On October 16, 2025, an institutional holder exercised its Additional Investment Right to purchase 500 shares of Series C-2 Convertible Preferred with an aggregate stated value of $500,000, for $500,000 in cash.

Following the exercise, the conversion price on the C-2 Preferred adjusted to $0.6285 per share. The preferred shares, and any common stock issuable upon conversion, were sold and will be issued without registration under the Securities Act in reliance on Section 4(a)(2) and/or Rule 506 as transactions not involving a public offering.

8-K Event Classification

2 items: 1.01, 3.02

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

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Accepted by SEC EDGAR 10/22/2025 - 04:05 PM Learn about SEC filing dates

FAQ

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

An institutional holder exercised an Additional Investment Right to acquire 500 shares of Series C-2 Convertible Preferred for $500,000 in cash.

How much cash did INVO Fertility (IVF) receive?

The company received $500,000 in cash from the preferred share purchase.

What is the new conversion price on the Series C-2 Preferred for INVO (IVF)?

The C-2 Preferred conversion price adjusted to $0.6285 per share.

Were the securities registered with the SEC?

No. The preferred shares and any common stock issuable upon conversion were offered in reliance on Section 4(a)(2) and/or Rule 506.

What class of security was issued by INVO Fertility (IVF)?

INVO issued Series C-2 Convertible Preferred Stock.

Who exercised the right to invest in INVO (IVF)?

An institutional investor and existing holder of the Series C-2 Convertible Preferred exercised the Additional Investment Right.

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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 16, 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 16, 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 500 shares of C-2 Preferred, with an aggregate stated value of $500,000, for $500,000 in cash. As a result of the exercise, the conversion price on the C-2 Preferred adjusted to $0.6285 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 22, 2025	INVO FERTILITY, INC.
	/s/ Steven Shum
	Steven Shum
	Chief Executive Officer