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INVO Fertility (NASDAQ: IVF) takes full control of Alabama clinic and regains Nasdaq compliance

Filing Impact
(High)
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Form Type
8-K

Rhea-AI Filing Summary

INVO Fertility, Inc. entered a material definitive agreement for its subsidiary INVO Centers, LLC to acquire 100% of the membership interests in HRCFG, LLC, its joint venture partner in a Birmingham, Alabama fertility clinic. The combined purchase price is $175,001, with $1.00 paid in cash at closing and $175,000 as additional consideration. Of this, $48,000 will be paid to the sellers in equal monthly installments over nine months starting in October 2026, and $127,000 will be paid from HRCFG’s free cash flow.

The sellers transferred their interests and related business properties used to operate the Alabama clinic. They will provide transition services for about four months and support for twelve months afterward. The Alabama joint venture is one of the company’s four clinics, and its accounts will now be included in INVO Fertility’s consolidated financial statements on a prospective basis.

INVO Fertility also reported that Nasdaq’s Listing Qualifications staff has determined the company is back in compliance with the Timely Filing Rule after it filed its delayed Form 10-K for the year ended December 31, 2025, and Form 10-Q for the quarter ended March 31, 2026. Nasdaq has closed this matter.

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Insights

INVO consolidates an operating clinic and resolves Nasdaq filing noncompliance.

The acquisition of the remaining membership interests in HRCFG, LLC gives INVO Fertility full economic and operational control of its Birmingham, Alabama fertility clinic. The modest $175,001 purchase price, partly tied to future free cash flow, suggests a low up-front cash burden.

Structuring $127,000 of consideration from HRCFG’s free cash flow aligns seller payments with the clinic’s performance and may limit balance sheet strain. The defined four-month transition and twelve-month support periods are intended to maintain operational continuity as INVO integrates the clinic into its existing network of four locations.

Nasdaq’s confirmation that INVO now complies with Listing Rule 5250(c)(1) removes an immediate listing risk associated with late Form 10-K and Form 10-Q filings. Future periodic reports for periods after March 31, 2026 will indicate how the fully consolidated Alabama clinic contributes to revenue and profitability.

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 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Purchase price $175,001 Combined price for 100% of HRCFG membership interests
Cash at closing $1.00 Paid in cash on the acquisition closing date
Additional consideration $175,000 Deferred and performance-linked payments to sellers
Installment portion $48,000 Equal monthly installments over nine months from October 2026
Free cash flow portion $127,000 To be paid from HRCFG’s free cash flow
Transition period length 4 months Sellers provide transition services to Purchaser
Support period length 12 months Sellers support HRCFG after the Transition Period
10-Q period Quarter ended March 31, 2026 Late Form 10-Q that affected Nasdaq compliance
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Membership Interest Transfer Agreement financial
"pursuant to that certain Membership Interest Transfer Agreement (the “MITA”)"
free cash flow financial
"and $127,000 of which shall be paid from HRCFG’s free cash flow."
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
Timely Filing Rule regulatory
"it was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Timely Filing Rule”)"
Listing Qualifications staff regulatory
"the Listing Qualifications staff (the “Staff”) of The Nasdaq Stock Market LLC"
Listing qualifications staff are the exchange employees who review and monitor whether a company meets the rules required to be listed on a stock exchange, similar to referees checking that players follow the game’s rules. They assess financial filings, corporate governance, and ongoing disclosures, and can flag problems, request corrective steps, or recommend suspension or delisting. Investors care because their determinations affect a company’s ability to trade publicly and can signal increased risk or regulatory trouble.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What transaction did INVO Fertility (IVF) announce regarding its Alabama clinic?
INVO Fertility’s subsidiary INVO Centers, LLC agreed to acquire 100% of the membership interests in HRCFG, LLC, its joint venture partner in a Birmingham, Alabama fertility clinic, giving it full ownership and consolidating the clinic’s operations and related business properties into the company’s structure.

How much is INVO Fertility paying for the HRCFG membership interests?
The combined purchase price is $175,001, with $1.00 paid in cash at closing and $175,000 as additional consideration. Of this, $48,000 is payable in equal monthly installments over nine months and $127,000 from HRCFG’s free cash flow.

Over what period will sellers of HRCFG be paid and provide support to INVO Fertility?
Sellers will receive $48,000 in equal monthly installments over nine months starting in October 2026, with an additional $127,000 from free cash flow. They will provide transition services for about four months and make themselves available to support HRCFG for twelve months afterward.

How does this acquisition affect INVO Fertility’s financial reporting?
The Birmingham, Alabama joint venture clinic is one of INVO Fertility’s four clinics. After acquiring all HRCFG membership interests, the company will include the accounts of the Alabama joint venture in its consolidated financial statements on a prospective basis, reflecting full ownership.

What was the Nasdaq Timely Filing Rule issue for INVO Fertility (IVF)?
Nasdaq’s Listing Qualifications staff previously notified INVO Fertility that it was noncompliant with Listing Rule 5250(c)(1) because it had not timely filed its Form 10-K for 2025 and Form 10-Q for the quarter ended March 31, 2026. These delays triggered the noncompliance notices.

Is INVO Fertility now back in compliance with Nasdaq’s Timely Filing Rule?
Yes. After INVO Fertility filed its Form 10-K on June 2, 2026 and its Form 10-Q on June 22, 2026, Nasdaq staff notified the company on June 23, 2026 that it now complies with the Timely Filing Rule, and the matter has been closed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

 

 

 

Source: View Original Filing on SEC EDGAR

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