INVO Fertility, Inc. filings document the regulatory record of a Nasdaq-listed fertility-services company with clinic operations, INVOcell device activities and securities registered under the Exchange Act. Its recent 8-K reports cover material events including Nasdaq listing-rule notices, amendments to its articles of incorporation, a completed reverse stock split, authorized-share changes and material agreements tied to clinic acquisitions.
Proxy statements and shareholder-vote disclosures address governance matters, auditor ratification, warrant-related share issuance proposals and capital-structure approvals. Registration statements describe securities offerings and related risk, capitalization and corporate-information disclosures, while late-filing notices document the timing and accounting-related status of periodic reporting obligations.
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, Inc. is asking stockholders to approve a wide-ranging set of proposals at its 2026 virtual annual meeting on July 23, 2026. Key items include electing five directors, ratifying WithumSmith+Brown, PC as auditor, and substantially increasing authorized common stock from 50,000,000 to 250,000,000. The company also seeks approval for issuing up to 1,893,492 shares upon exercise of Inducement Warrants, expanding its 2019 Stock Incentive Plan to 1,000,000 shares (about 20% of fully diluted stock), and pre-approving potential future equity financings that could exceed 20% of current outstanding shares at prices below recent Nasdaq trading levels. The board and management, who together beneficially own about 0.43% of voting capital, intend to vote in favor of all proposals.
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. reported first-quarter 2026 revenue of $2.0 million, up from $1.6 million a year earlier, driven mainly by clinic revenue. Despite this growth, the company posted a net loss from continuing operations of $5.5 million, compared with $1.5 million in the prior-year quarter, largely due to a $3.8 million non‑cash loss from changes in warrant fair value.
Cash rose to $4.9 million as of March 31 2026, from $2.1 million at year‑end 2025, helped by $7.1 million of warrant exercise proceeds. Total assets were $24.7 million and stockholders’ equity $15.0 million, while total liabilities fell to $9.6 million, aided by elimination of the warrant liability.
The company closed the acquisition of the Indiana Clinic on February 18 2026 for $760,000, including $360,000 in cash and $400,000 of new Series D preferred stock, expanding its U.S. fertility clinic footprint. However, management notes recurring losses, dependence on external financing, and substantial doubt about its ability to continue as a going concern without additional capital.
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. has scheduled a virtual 2026 Annual Meeting of Stockholders for July 23, 2026 with a record date of June 18, 2026. The meeting asks stockholders to vote on eight proposals including the election of five directors; ratification of WithumSmith+Brown, PC as auditor; an amendment to increase authorized common shares from 50,000,000 to 250,000,000; approval to issue up to 1,893,492 shares upon exercise of Inducement Warrants; an increase of the 2019 Stock Incentive Plan to 1,000,000 shares (approximately 20% on a fully-diluted basis); and approval to permit future financings that could issue 20% or more of outstanding shares at specified pricing thresholds. The filing states 1,786,035 shares were issued and outstanding as of June 18, 2026 and lists outstanding convertible instruments and reserved plan shares relevant to the proposals.
INVO Fertility, Inc. filed Amendment No. 1 to its annual report for the year ended December 31, 2025 to add Part III information that was not included because a proxy statement was not filed within 120 days. The amendment provides updated details on directors, executive compensation, equity plans, related-party transactions, and auditor fees.
The company describes a Clawback Policy adopted in 2023 and explains that accounting errors in its 2025 interim financial statements led to restatements, but did not affect revenue or loss from operations and did not trigger recovery of incentive pay. It also highlights outstanding options under the 2019 Stock Incentive Plan and notes that no stockholder owns more than 5% of its common shares.
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. files its annual report describing a fertility-focused healthcare services and technology business built around four U.S. clinics and the INVOcell intravaginal culture device. The company has shifted from a device-centric model toward owning and operating fertility clinics, including Wisconsin Fertility Institute and the 2026 acquisition of Family Beginnings in Indiana.
The filing highlights significant financing activity, including a $9.5 million January 2025 public offering, a $4.0 million December 2025 private placement, multiple warrant inducement deals, and complex preferred stock and debenture exchanges with Five Narrow Lane. These transactions, along with reverse stock splits and large increases in authorized shares, reflect ongoing efforts to raise capital and manage leverage.
INVO reports an accumulated net loss of $91.4 million since inception and states there is substantial doubt about its ability to continue as a going concern, citing high secured indebtedness, a large cash requirement, and dependence on future capital raising. The company also notes Nasdaq deficiency letters for late 10-K and 10-Q filings, a $6.0 million settlement obligation related to the Wisconsin Fertility acquisition, and extensive risk factors around regulation, data security, clinic operations, and dilution risk.