Every 8-K that INVO Fertility, Inc. (IVF) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow IVF and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full IVF filings page.
INVO Fertility, Inc. (IVF) furnished an updated investor presentation it plans to use at the H.C. Wainwright 28th Annual Global Investment Conference from September 14–16, 2026. The presentation, posted on the company’s website, discusses current and long-term operations, performance and industry conditions, and is furnished, not filed, under the Exchange Act.
The company also updated investors on its previously disclosed Any Market Purchase Agreement with Alumni Capital LP. INVO Fertility has the right to sell up to $15 million of common stock under this agreement, with potential mutual increase up to $50 million. Since the related registration statement became effective, the company has sold 2,094,395 shares of common stock to Alumni Capital for approximately $3,591,000, at an approximate average price of $1.71 per share.
INVO Fertility, Inc. reported stronger results for the quarter ended June 30, 2026, with revenue of $2,175,485, up 17% from $1,863,654 a year earlier, driven primarily by the February 2026 acquisition of Family Beginnings and growth across its clinic network. Clinic revenue rose 18% to $2,167,785. Cost of services increased to $1,352,665 and selling, general and administrative expenses declined to $1,906,750, resulting in a narrower loss from operations of $1,289,650 versus $2,990,088 in Q2 2025.
Net income was $888,740, compared to a net loss of $3,618,969, reflecting a $2,452,032 gain on remeasurement related to the Birmingham clinic acquisition and the absence of prior-year discontinued-operation losses from NAYA Therapeutics. Company-wide Adjusted EBITDA was $(1,032,660), a deeper loss than $(587,229) a year earlier, while the clinic platform generated Clinic-Level Adjusted EBITDA of $333,026, up from $163,945 in Q1 2026. Cash increased to $3.7 million at June 30, 2026, from $2.1 million at December 31, 2025, and the company reported 2,506,969 common shares outstanding as of August 14, 2026.
INVO Fertility, Inc. entered into an Any Market Purchase Agreement with Alumni Capital LP, giving INVO the right, at its sole discretion, to sell up to $15 million of common stock, with the potential to increase the commitment to $50 million by mutual agreement. Sales occur only after an S-1 registration is declared effective and are priced at specified discounts to recent trading levels, using formulas based on VWAP or low trading prices. Investor ownership is capped at 9.99% of outstanding shares, and INVO plans to use any proceeds for acquisitions of profitable fertility clinics, product commercialization, working capital and general corporate purposes.
Stockholders approved and the company implemented an increase in authorized common shares from 50,000,000 to 250,000,000. At the 2026 annual meeting, stockholders re-elected five directors, ratified the 2026 auditor, approved the share increase, authorized issuance of up to 1,893,492 shares upon warrant exercise, expanded the 2019 Stock Incentive Plan to 1,000,000 shares (about 20% fully diluted), and approved potential future equity financings involving issuances of 20% or more of outstanding common stock under Nasdaq Listing Rule 5635.
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.
INVO Fertility reported first-quarter 2026 results with solid revenue growth and major balance sheet cleanup. Revenue rose 23% to $2.0 million, driven by higher clinic revenue and the February acquisition of Family Beginnings, while product revenue remained small.
The company still posted a net loss from continuing operations of $5.5 million, largely due to a $3.8 million non-cash loss from remeasuring warrant liabilities before they were reclassified to equity. Adjusted EBITDA was a loss of $1.26 million as INVO added staff and infrastructure to support further clinic expansion.
As of March 31, 2026, all Series C-2 Preferred Stock and warrant liabilities had been eliminated, stockholders’ equity increased 108% to $15.0 million, cash rose to $4.9 million, and total liabilities fell to $9.6 million. As of June 22, 2026, INVO had 1,786,035 common shares outstanding, with a fully diluted share count of about 4.85 million assuming all cash-exercisable warrants, options, and convertible debt are exercised or converted.
INVO Fertility, Inc. furnished an investor presentation that it plans to use at the Planet MicroCap Conference on June 17, 2026. The presentation covers the company’s current and long-term operations, performance and industry conditions, and was posted on the investor section of its website on June 16, 2026.
The slides are included as Exhibit 99.1 to this report. The material is furnished under Regulation FD, not filed, meaning it is not subject to certain Exchange Act liabilities and is not automatically incorporated into other securities filings unless specifically referenced.
INVO Fertility, Inc. reported fiscal 2025 revenue of $6.84 million, up 5% from $6.53 million in 2024, driven mainly by clinic revenue growth. Despite this, the company recorded a much larger net loss of $23.32 million, compared with a $9.26 million loss a year earlier, largely due to discontinued operations and a loss on disposition.
Net loss from continuing operations improved to $5.34 million from $7.74 million, while Adjusted EBITDA remained negative at $(3.17) million, worse than $(2.25) million in 2024. INVO raised approximately $11.5 million of gross financing in late 2025 and early 2026, retired its Series C-2 preferred stock, eliminated warrant liabilities, and reported about 1.8 million common shares outstanding as of June 2, 2026, which management says has strengthened the balance sheet.
The company closed the acquisition of Indiana-based Family Beginnings in February 2026, adding a fourth U.S. fertility clinic that generated about $1.2 million in revenue and $0.2 million in net income for the twelve months ended September 30, 2025. Management highlights ongoing clinic growth initiatives, expanded employer-benefit access, new technology such as a modified INVOcell device with patent protection through 2040, and continued investment in patient-centered fertility services.
INVO Fertility, Inc. is restating its unaudited financial statements for the quarters ended March 31, 2025, June 30, 2025, and September 30, 2025 after an internal review found technical accounting errors. The audit committee determined the related 2025 Form 10-Q filings should no longer be relied upon.
The errors involve classification of Series C-1 and C-2 preferred stock, treatment of a convertible debenture with an embedded derivative, a gain on settlement tied to a binding term sheet, warrant classification from an inducement transaction, and an amended promissory note that should have been accounted for as a debt extinguishment under ASC 470-50. The company states revenue and loss from operations were unaffected and its business plan and operations remain unchanged, though assets, liabilities, equity, other income (expense), and net income (loss) will be adjusted.
INVO plans to present corrected figures for the affected periods in its Annual Report on Form 10-K for the year ended December 31, 2025, rather than amending prior 10-Qs. Historical quarterly amounts will be recast in future Form 10-Q filings. Management and the audit committee have discussed these matters with WithumSmith+Brown, PC, the company’s independent registered public accounting firm.
INVO Fertility, Inc. disclosed that Nasdaq notified the company on April 23, 2026 that it is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it did not timely file its Form 10‑K for the year ended December 31, 2025. The 2025 Annual Report was due April 15, 2026. The notice has no immediate effect on the Nasdaq Capital Market listing, and the shares continue to trade under the symbol IVF.
The company has 60 days from the notice date to submit a compliance plan and may receive up to 180 days from the report’s due date, or until October 13, 2026, to regain compliance if Nasdaq accepts the plan. INVO attributes the delay to additional review of complex accounting matters, including tax provision, warrant accounting, and variable interest entity accounting, and states it intends to file the Annual Report as promptly as possible.
INVO Fertility, Inc. implemented a 1-for-5 reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on March 27, 2026. Every 5 issued and outstanding shares were reclassified into 1 share, with no change to par value.
The company proportionately adjusted its capital structure so that it now has 50,000,000 authorized shares of common stock, and approximately 1,615,419 shares of common stock issued and outstanding immediately after the split. Outstanding options, warrants and equity plan reserves were also adjusted proportionately.
No fractional shares were issued; registered holders were rounded up to the next whole share, while beneficial holders in street name receive cash for fractional interests as determined by their brokers. The stock continues to trade on the Nasdaq Capital Market under the symbol IVF, with a new CUSIP number 44984F880.
INVO Fertility, Inc. closed its acquisition of Indiana-based fertility clinic Family Beginnings P.C. through subsidiary Wood Violet Fertility LLC. Buyer acquired the clinic’s non-medical assets and an affiliated professional corporation purchased the medical assets under related asset purchase agreements.
The combined consideration included cash at closing and 400 shares of Series D Non-Voting Convertible Preferred Stock issued to the seller. INVO also entered into a 10-year Management Services Agreement with a Florida professional corporation to provide management and operational support services for the practice.
To support operations, INVO’s subsidiary signed a lease for 4,387 rentable square feet in Indianapolis, with initial annual base rent of $132,398.61 and 2% annual increases starting in month sixteen. INVO created a new Series D Preferred class, authorizing 4,000 shares with a $1,000 stated value each, convertible into common stock at an initial price of $1.20 per share, subject to a 4.99% (or up to 9.99% on election) beneficial ownership cap.
INVO Fertility, Inc. entered into an inducement agreement with an institutional holder of existing warrants to purchase 4,733,728 common shares. The holder agreed to exercise these warrants for cash at a reduced price of $1.59 per share, providing the company with approximately $7.5 million in gross proceeds.
In return, INVO issued a new unregistered warrant to purchase up to 9,467,456 additional shares at $1.59 per share. The company must file a resale registration statement for the new warrant shares and faces temporary restrictions on issuing new equity and entering variable-rate financings. The new warrant becomes exercisable only after required Nasdaq-related stockholder approval and has a 5.5‑year term from that approval date.
INVO Fertility, Inc. reported that stockholders approved a major increase in its authorized common shares, from 6,250,000 to 250,000,000, and the company filed a Certificate of Amendment to implement this change. At a special meeting where 944,054 shares were represented, investors also ratified WithumSmith+Brown, PC as independent public accountant for the year ending December 31, 2025. Stockholders approved the issuance, under Nasdaq Listing Rule 5635, of up to 4,733,728 shares of common stock upon exercise of a previously issued warrant, along with an amendment to the 2019 Stock Incentive Plan raising available shares to 1,000,000, equal to approximately 10% of total fully diluted stock. They further approved an adjournment proposal, though the meeting was completed without adjournment.
INVO Fertility, Inc. agreed to acquire the non-clinical assets of the Family Beginnings fertility clinic in Indianapolis through its subsidiary INVO Centers LLC for a total purchase price of $750,000. At closing, the clinic is to receive $350,000 in cash, reduced by a $150,000 holdback, plus $400,000 of Series D Non-Voting Convertible Preferred Stock.
The closing is expected by February 27, 2026, with the agreement automatically terminating if it has not closed by then unless the parties extend, and the cash portion increasing by $10,000 if closing occurs after January 31, 2026. INVO will acquire non-clinical assets while separate agreements will transfer clinical assets to a new professional entity that will employ Dr. James Donahue for at least three years, alongside a five-year non-compete and non-solicitation commitment from him.
INVO Fertility, Inc. filed a current report to announce that it has released a press release with its financial results for the quarter ended September 30, 2025. The company furnished this earnings press release as Exhibit 99.1 to the report, meaning it is provided for investors’ information but is not treated as part of the company’s formal, legally “filed” materials under securities laws unless later specifically incorporated by reference. INVO Fertility’s common stock continues to trade on The Nasdaq Stock Market under the symbol IVF.
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.
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.
INVO Fertility, Inc. entered into a final Settlement and Mutual Release Agreement with Dr. Elizabeth Pritts and related parties, resolving all disputes tied to its prior acquisition of Wisconsin Fertility Institute. Wood Violet Fertility LLC agreed to pay $6,010,000 to Dr. Pritts and her affiliates, of which $1,000,000 has been paid, with the balance due in scheduled installments through December 31, 2026. The company also agreed that Wood Violet may use 25% of any gross funding proceeds above $2,000,000 raised within any six‑month period to accelerate settlement payments.
Separately, an institutional investor exercised its Additional Investment Right to purchase 400 shares of Series C‑2 Convertible Preferred Stock for $400,000 in cash, giving the shares an aggregate stated value of $400,000 and resetting the C‑2 conversion price to $0.7141 per share. These securities were issued without registration under the Securities Act in reliance on private offering exemptions.
INVO Fertility, Inc. entered into an Exchange Agreement with Five Narrow Lane LP on September 29, 2025. FNL agreed to exchange a Second Amended and Restated Senior Secured Convertible Debenture due February 11, 2026 for shares of Series C-2 Convertible Preferred Stock with an aggregated stated value of 1,334,000, and the company agreed to issue 467 additional shares of Series C-2 Preferred Stock to FNL. As a result of this transaction, the debenture has been paid in full and fully extinguished. The issuance of the Series C-2 Preferred Stock was made as an unregistered sale of equity securities in reliance on Sections 3(a)(9) and 4(a)(2) of the Securities Act of 1933.