INVO Fertility (IVF) files late‑filing notice after auditor change

Rhea-AI Filing Summary

INVO Fertility, Inc. notifies the SEC of a late Form 10-Q filing for the period ended March 31, 2026. The company says the Form 10-Q cannot be filed without unreasonable effort because its Annual Report on Form 10-K for the year ended December 31, 2025 is not yet complete following a change in its independent registered public accounting firm. Management states the new audit firm requires additional time to complete audit procedures and review complex technical accounting matters; the company is working to complete both filings as promptly as practicable.

Key Figures

Period Ended: March 31, 2026 Fiscal Year End: December 31, 2025 Notification Date: May 18, 2026 +2 more

5 metrics

Period Ended March 31, 2026 Quarter end for the late Form 10-Q

Fiscal Year End December 31, 2025 Year end for the incomplete Form 10-K

Notification Date May 18, 2026 Date the Form 12b-25 was signed by CEO Steve Shum

Commission File Number 001-39701 Filing identifier on Form 12b-25

Contact Telephone (978) 878-9505 Contact provided for the notification (Steve Shum)

Key Terms

Rule 12b-25, Form 10-Q, independent registered public accounting firm

3 terms

Rule 12b-25 regulatory

"The registrant seeks relief pursuant to Rule 12b-25 (b)"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-Q financial

"Unable to file its Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

independent registered public accounting firm financial

"Delay...primarily related to a recent change in the registrant’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 12b-25

Commission File Number: 001-39701

NOTIFICATION OF LATE FILING

☐ Form 10-K	☐ Form 20-F	☐ Form 11-K	☒ Form 10-Q
☐ Form 10-D	☐ Form N-SAR	☐ Form N-CSR

For Period Ended: March 31, 2026

☐ Transition Report on Form 10-K	☐ Transition Report on Form 10-Q
☐ Transition Report on Form 20-F	☐ Transition Report on Form N-SAR
☐ Transition Report on Form 11-K

For the Transition Period Ended: _________________________________

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: _______________________________________

PART I

REGISTRANT INFORMATION

Full name of registrant	INVO Fertility, Inc.
Former name if applicable
Address of principal executive office	5582 Broadcast Court
City, state and zip code	Sarasota, FL 34240

PART II

RULE 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the following should be completed. (Check box if appropriate.)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☐	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K or Form N-SAR or Form N-CSR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III

NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR, N-CSR, or the transition report portion thereof, could not be filed within the prescribed time period.

The registrant is unable to file its Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2026 within the prescribed time period without unreasonable effort or expense. The delay is primarily attributable to the registrant’s inability to complete and file its Annual Report on Form 10-K for the year ended December 31, 2025, which is necessary to finalize the financial information required for inclusion in the Form 10-Q.

The delay in filing the Annual Report is primarily related to a recent change in the registrant’s independent registered public accounting firm and the additional time required for the new audit firm to complete its audit procedures, including its review of certain complex technical accounting matters.

As a result, the registrant has not yet completed the financial statements to be included in the Form 10-Q. At this time, the registrant is continuing to work to complete both filings as promptly as practicable.

PART IV

OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Steve Shum		(978)		878-9505
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

☐ Yes ☒ No

Annual Report on Form 10-K for the year ended December 31, 2025

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☒ Yes ☐ No

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

As noted above, as the registrant has not yet finalized its Annual Report on Form 10-K for the year ending December 31, 2025, the registrant is unable to provide a reasonable estimate of the specific changes in results of operations for the period ending March 31, 2026 at this time.

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INVO Fertility, Inc.

(Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: May 18, 2026		/s/ Steve Shum
	By:	Steve Shum
	Title:	CEO

-3-

FAQ

Why did INVO Fertility (IVF) file a Form 12b-25 for the quarter ended March 31, 2026?

Because the company cannot complete its Form 10-Q without the finalized Form 10-K for the year ended December 31, 2025. The delay stems from a recent change in the independent registered public accounting firm and additional time needed for audit procedures and review.

When did INVO Fertility sign the late-filing notification (Form 12b-25)?

The notification was signed on May 18, 2026 by CEO Steve Shum. The form states management is continuing to work to complete both the Form 10-K and the Form 10-Q as promptly as practicable following the accounting firm change.

Does the Form 12b-25 say whether the company expects material changes to results for the quarter?

The company answered that it cannot provide a reasonable estimate of any significant change in results for the quarter ending March 31, 2026. This is because the Annual Report on Form 10-K for the year ended December 31, 2025 has not yet been finalized.

Which specific reason did INVO Fertility cite for the filing delay?

INVO Fertility cites a change in its independent registered public accounting firm and the additional time needed for the new auditor to complete audit procedures and review complex technical accounting matters as the primary cause of delay.

Has INVO Fertility filed all other periodic reports in the prior 12 months?

The Form 12b-25 indicates the Annual Report on Form 10-K for the year ended December 31, 2025 has not been filed. Other periodic report status for the preceding 12 months is represented by that outstanding Form 10-K item.