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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 23, 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:
| Title
of Each Class |
|
Trading
Symbol |
|
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 (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
1.01 Entry into a Material Definitive Agreement.
INVO
Centers, LLC, a Delaware limited liability company (“INVO Centers” or “Purchaser”), a wholly owned subsidiary
of INVO Fertility Inc., a Nevada corporation (the “Company”), is a party to that certain limited liability company agreement
of HRCFG INVO LLC (“HRCFG INVO”) with HRCFG, LLC (“HRCFG”) to establish a joint venture partnership for a fertility
clinic in Birmingham, Alabama (the “Alabama JV”). As a joint venture partner, HRCFG operated and managed the clinic under the name of Innovative Fertility Specialists.
On
June 23, 2026, the Company consummated the acquisition (the “Acquisition”) of one-hundred percent (100%) of the membership
interests of HRCFG pursuant to that certain Membership Interest Transfer Agreement (the “MITA”) by and among Purchaser, Karen
Hammond (“Hammond”), Lisa Ray (“Ray”) and Nicholas Cataldo (“Cataldo” and collectively with Hammond
and Ray, “Sellers”). Pursuant to the MITA, Sellers transferred all rights, title and interest in their respective membership
interests (the “Membership Interests”) of HRCFG to Purchaser for a combined purchase price of $175,001, of which $1.00 was
paid in cash on the closing date and $175,000 as additional consideration, $48,000 of which shall be payable to Sellers pro rata in equal
monthly installments over a nine (9) month period starting in October 2026 and $127,000 of which shall be paid from HRCFG’s
free cash flow.
Pursuant
to the MITA, each Seller transferred, granted, conveyed, assigned and relinquished exclusively to HRCFG all of such Seller’s
right, title, and interest in and to any assets, rights, or property of any kind that are primarily used in or necessary for the operation
and management of the Alabama JV, including, without limitation, any intellectual property rights (collectively,
the “Business Properties”). Under the MITA, for a period of approximately four (4) months (the “Transition Period”),
Sellers will provide transition services to Purchaser, and for a period of twelve (12) months following the Transition Period (the “Support
Period”), Sellers shall make themselves available to support HRCFG.
The
Alabama JV is one of the Company’s four existing clinics. As a result of the Acquisition, the Company will now include the accounts of
the Alabama JV in its consolidated financial statements on a prospective basis.
Item
8.01 Other Events.
As
previously disclosed, the Listing Qualifications staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”)
notified the Company on April 23, 2026 and May 27, 2026 that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Timely
Filing Rule”) as a result of its failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025
(the “10-K Filing”) and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the “10-Q Filing”),
respectively.
On
June 2, 2026, the Company filed the 10-K Filing with the SEC. On June 9, 2026, the Staff notified the Company that the Company was no
longer noncompliant on its 10-K filing, but, as the 10-Q Filing had not been completed, the Company was still noncompliant with the Timely
Filing Rule.
On
June 23, 2026, the Staff notified the Company that, based on the Company’s 10-Q Filing with the SEC on June 22, 2026, the Company
complies with the Timely Filing Rule and the matter is now closed.
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:
June 25, 2026
| |
INVO
FERTILITY, INC. |
| |
|
|
| |
By: |
/s/
Steven Shum |
| |
|
Steven
Shum |
| |
|
Chief
Executive Officer |
