INVO Fertility, Inc. amendment to a joint Schedule 13G/A discloses that Armistice Capital, LLC and Steven Boyd report beneficial ownership of 371,562 shares of Common Stock, representing 9.99% of the class. The filing states Armistice Capital has shared voting and dispositive power over those shares and that the Master Fund is the direct holder; the Master Fund disclaims beneficial ownership by virtue of its Investment Management Agreement with Armistice Capital. The filing is signed by Steven Boyd and dated 05/15/2026.
Positive
None.
Negative
None.
Insights
Armistice files a joint 13G/A showing a passive sub-10% holding.
As reported, Armistice Capital beneficially owns 371,562 shares with shared voting and dispositive power. The disclosure frames Armistice as investment manager to the Master Fund, a direct holder, and includes the fund's disclaimer tied to the Investment Management Agreement.
Materiality is procedural: sub-10% passive stakes typically signal disclosure compliance rather than control change; subsequent amendments would report any material shifts in percent or voting arrangements.
Filing clarifies beneficial ownership structure and voting authority.
The statement attributes ownership to Armistice via its role as investment manager to Armistice Capital Master Fund Ltd., showing shared voting/dispositive power over 371,562 shares. The Master Fund is identified as the direct holder of the shares.
Operationally, the filing documents the manager-client relationship and the reporting persons; any trading or change in percentage would appear in future amendments.
Key Figures
Shares beneficially owned:371,562 sharesPercent of class:9.99%CUSIP:44984F880+1 more
"Armistice Capital is the investment manager of Armistice Capital Master Fund Ltd."
An investment management agreement is a written contract that hires a professional to make buying, selling and strategy decisions for an investment account or fund, and sets out their duties, fees, risk limits, performance measures and reporting requirements. It matters to investors because the agreement determines who controls the money, how much the service costs, what risks are allowed, and how success or failure is measured—think of it as the service contract that defines expectations and remedies for a hired portfolio manager.
Beneficially ownregulatory
"Armistice Capital exercises voting and investment power... and thus may be deemed to beneficially own"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
Joint Filing Statementregulatory
"JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k)"
Armistice Capital, LLC and Steven Boyd jointly filed the amendment. The joint filing statement lists Armistice Capital as investment manager and Steven Boyd as managing member, with signatures dated 05/15/2026.
How many INVO shares does Armistice Capital report owning?
The filing reports 371,562 shares of Common Stock. That quantity is presented as the amount beneficially owned by Armistice Capital and Mr. Boyd in the amendment.
What percentage of INVO does the 371,562 shares represent?
The reported position represents 9.99% of the class. The Schedule 13G/A lists this percentage alongside the beneficial ownership amount in Item 4.
Who is the direct holder of the reported INVO shares?
The filing identifies Armistice Capital Master Fund Ltd. as the direct holder of the shares. Armistice Capital is described as the Master Fund’s investment manager exercising voting and investment power.
What voting and dispositive powers are reported for the shares?
The amendment reports shared voting power and shared dispositive power over 371,562 shares, with zero sole voting or dispositive power indicated for the reporting persons.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
INVO FERTILITY, INC.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
44984F880
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
44984F880
1
Names of Reporting Persons
Armistice Capital, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
371,562.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
371,562.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
371,562.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP Number(s):
44984F880
1
Names of Reporting Persons
Steven Boyd
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
371,562.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
371,562.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
371,562.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
INVO FERTILITY, INC.
(b)
Address of issuer's principal executive offices:
5582 BROADCAST COURT, SARASOTA, FL, 34240
Item 2.
(a)
Name of person filing:
Armistice Capital, LLC
Steven Boyd
Collectively, the "Reporting Persons"
(b)
Address or principal business office or, if none, residence:
Armistice Capital, LLC
510 Madison Avenue, 7th Floor
New York, New York 10022
United States of America
Steven Boyd
c/o Armistice Capital, LLC
510 Madison Avenue, 7th Floor
New York, New York 10022
United States of America
(c)
Citizenship:
Armistice Capital, LLC - Delaware; Steven Boyd - United States of America
(d)
Title of class of securities:
Common Stock, $0.0001 par value
(e)
CUSIP No.:
44984F880
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
371,562
(b)
Percent of class:
9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
371,562
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
371,562
Armistice Capital, LLC ("Armistice Capital") is the investment manager of Armistice Capital Master Fund
Ltd. (the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management
Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer
held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held
by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to
beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically
disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to
vote or dispose of such securities as a result of its Investment Management Agreement with Armistice
Capital.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Master Fund, a Cayman Islands exempted company that is an investment advisory client of Armistice Capital, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Armistice Capital, LLC
Signature:
/s/ Steven Boyd
Name/Title:
Steven Boyd - Managing Member
Date:
05/15/2026
Steven Boyd
Signature:
/s/ Steven Boyd
Name/Title:
Steven Boyd
Date:
05/15/2026
Exhibit Information
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: May 15, 2026
Armistice Capital, LLC
By: /s/ Steven Boyd
Steven Boyd - Managing Member
Steven Boyd
By: /s/ Steven Boyd
