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.
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 |
