INVO Fertility, Inc SEC Filings

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. received an amended ownership report from Five Narrow Lane LP, which now reports beneficial ownership of 6,935 shares of common stock. This represents 0.29% of INVO Fertility’s outstanding common stock, based on 2,386,826 shares outstanding as of December 16, 2025 as cited from a prior prospectus. Five Narrow Lane LP reports sole voting and dispositive power over all 6,935 shares and no shared power.

The filing notes that the position represents ownership of 5 percent or less of the class. Five Narrow Lane LP also certifies that the securities were not acquired and are not held for the purpose of changing or influencing control of INVO Fertility, but instead reflect a passive investment. The amendment is signed by Arie Rabinowitz as Managing Member of the general partner.

INVO Fertility, Inc. reported the initial holdings of its Chief Financial Officer, Terah Renee Krigsvold, as of 12/30/2025 on a Form 3. She directly holds 1 share of common stock and a series of stock options giving the right to purchase additional common shares.

The disclosed stock options cover small numbers of underlying common shares, including grants for 3, 3, 2, 2, 2, 11 and 4,375 shares, with stated exercise prices such as $17,683.2, $17,280, $2,304, $2,983.68, $3,882.24, $2,119.68 and $8.96. Footnotes explain that several options have vesting schedules based on monthly installments over 36 months or quarterly installments beginning in 2023 and, for the latest grant, on the first day of calendar quarters following August 26, 2025.

INVO Fertility, Inc. is asking stockholders to vote at a virtual special meeting on January 22, 2026. The agenda includes ratifying WithumSmith+Brown, PC as independent auditor for the year ending December 31, 2025, following the dismissal of M&K CPAS, PLLC, whose 2023 and 2024 audit reports contained a statement of substantial doubt about the company’s ability to continue as a going concern.

Stockholders are asked to approve, under Nasdaq rules, issuance of up to 4,733,728 shares of common stock at an exercise price of $1.69 per share upon exercise of a warrant sold in a roughly $4,000,000 private placement, plus additional shares from adjustment events. The company also seeks to increase authorized common stock from 6,250,000 to 250,000,000 shares and to expand its 2019 Stock Incentive Plan to 1,000,000 shares, about 10% of fully diluted stock.

As of December 17, 2025, 2,386,826 common shares were outstanding, with millions more underlying warrants, options, pre-funded warrants, convertible notes, and preferred stock. The board also requests authority to adjourn the meeting to solicit more proxies if needed and recommends voting “FOR” all proposals.

INVO Fertility, Inc. has filed a resale registration statement covering up to 7,372,122 shares of common stock for existing investors. These shares include 153,187 shares issuable upon conversion of Series C-2 preferred stock, 118,343 shares issuable under a placement agent warrant, and 7,100,592 shares tied to a recent $4 million private placement with Armistice Capital, made up of issued shares and shares underlying pre-funded and common warrants.

The company is not selling shares itself in this offering and will not receive proceeds from Selling Stockholders’ resales, though it may receive cash if the registered warrants are exercised. As context, common shares outstanding were 2,386,826 as of December 16, 2025, and could rise to 9,523,948 if all registered convertible and warrant securities are fully exercised or converted. INVO focuses on fertility clinics and its INVOcell intravaginal culture device and has agreed to acquire the Family Beginnings fertility clinic in Indianapolis for $750,000 in cash and new Series D preferred stock, subject to closing conditions.

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, Inc. reports third‑quarter 2025 results with modest growth in fertility clinic activity but much larger losses after a strategic refocus. For the nine months ended September 30, 2025, total revenue rose to $5.26 million from $4.85 million, mainly from clinic revenue of $5.18 million. Operating expenses climbed to $11.08 million, and loss from operations widened to $5.83 million.

A major factor was the acquisition and subsequent divestiture of NAYA Therapeutics, which generated a $16.45 million loss from discontinued operations and contributed to a total net loss of $25.33 million for the period, versus $5.47 million a year earlier. Total assets fell to $18.83 million from $46.45 million after removing NAYA’s held‑for‑sale assets. Cash was $0.36 million, with $7.04 million used by operations and $6.69 million provided by financings, including equity and warrant proceeds.

The company ended the quarter with an accumulated deficit of $93.09 million and discloses that these losses, limited cash, and dependence on external financing raise substantial doubt about its ability to continue as a going concern.