[NT 10-Q] INVO Fertility, Inc. SEC Filing

Rhea-AI Filing Summary

INVO Fertility, Inc. filed a notice that it will be late in submitting its Form 10-Q for the quarter ended September 30, 2025. The company states it needs additional time to finalize the financial statements and expects to file the quarterly report within the 5‑day extension period allowed for Form 10-Q filings.

INVO Fertility also anticipates a significant change in its results of operations. Net loss for the three months ended September 30, 2025 is expected to increase by approximately $1 million compared with the same quarter in 2024, driven primarily by an approximately $0.9 million noncash loss from debt extinguishment. This indicates a larger quarterly loss mainly due to an accounting charge related to debt repayment.

Positive

• None.

Negative

• Materially higher quarterly net loss: Net loss for the three months ended September 30, 2025 is expected to increase by approximately $1 million versus the prior-year quarter, primarily from a $0.9 million noncash debt extinguishment loss.
• Late Form 10-Q filing: INVO Fertility will not file its September 30, 2025 Form 10-Q on time and must use the 5‑day extension period to complete its financial statements.

Insights

Small-cap healthcare equity analyst

INVO flags a late 10-Q and a materially higher quarterly net loss driven by a noncash debt extinguishment charge.

INVO Fertility has notified regulators it will file its Form 10-Q for the quarter ended September 30, 2025 after the deadline but within the permitted 5‑day extension. The stated reason is the need for additional time to finalize financial statements, which points to administrative or accounting timing rather than a disclosed operational disruption.

The company also indicates a significant change in results: net loss for the quarter is expected to increase by about $1 million versus the same period in 2024, largely due to an approximately $0.9 million noncash loss from debt extinguishment. While noncash, this suggests the company has modified or repaid debt on terms that create an accounting loss, which can affect reported earnings and highlight balance sheet pressures.

From an investor perspective, the combination of a late filing and a materially higher net loss is unfavorable, even though the main driver is noncash. Subsequent review of the actual Form 10-Q for the period ended September 30, 2025 will be important to understand ongoing operating trends versus this one-time loss and to assess any changes in debt structure and liquidity.

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: September 30, 2025

☐ 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 September 30, 2025 within the prescribed time period because additional time is required to finalize its financial statements to be filed as part of the Form 10-Q. The registrant expects to file the Form 10-Q within the extension period of 5 calendar days.

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

(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.

Net loss for the three months ending September 30, 2025 is expected to increase by approximately $1 million as compared to three months ending September 30, 2024 primarily due to an approximately $0.9 million noncash loss from debt extinguishment.

-2-

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: November 17, 2025		/s/ Steve Shum
	By:	Steve Shum
	Title:	CEO

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FAQ

Why did INVO Fertility (IVF) file a Form 12b-25 for its Q3 2025 10-Q?

INVO Fertility filed Form 12b-25 because it could not file its Form 10-Q for the quarter ended September 30, 2025 within the prescribed time, stating it needs additional time to finalize the financial statements.

When does INVO Fertility expect to file its delayed Form 10-Q for September 30, 2025?

INVO Fertility expects to file its Form 10-Q for the fiscal period ended September 30, 2025 within the 5 calendar day extension period permitted for late Form 10-Q filings.

How is INVO Fertilityb4s net loss expected to change for Q3 2025 versus Q3 2024?

Net loss for the three months ended September 30, 2025 is expected to increase by approximately $1 million compared with the three months ended September 30, 2024.

What is causing the expected increase in INVO Fertilityb4s Q3 2025 net loss?

The expected increase in net loss is primarily due to an approximately $0.9 million noncash loss from debt extinguishment, which is an accounting loss related to changing or repaying debt.

Does the INVO Fertility (IVF) late filing notice mention other missed SEC reports?

The notice includes a question on whether all other required periodic reports have been filed during the preceding 12 months, but the excerpt does not show any specific missing reports identified.

Is the expected $0.9 million loss from debt extinguishment at INVO Fertility a cash expense?

No. INVO Fertility describes the approximately $0.9 million loss from debt extinguishment as a noncash loss, meaning it affects reported earnings but does not represent a current cash outflow.