INVO Fertility, Inc. has a new Schedule 13G reporting that Alumni Capital LP, Alumni Capital GP LLC, and Ashkan Mapar collectively report beneficial ownership of 272,249 shares of common stock, or 9.99% of the class. These shares are tied to an Any Market Purchase Agreement dated July 24, 2026, under which INVO may, at its sole discretion, require Alumni Capital LP to purchase shares, subject to conditions and limitations.
The agreement includes a 9.99% Purchase Agreement Ownership Limitation, preventing Alumni Capital and its affiliates from exceeding 9.99% beneficial ownership of INVO’s outstanding common stock. The percent of class calculation uses 2,295,035 shares outstanding as of July 23, 2026, plus 157,934 shares received as a commitment fee and the additional shares that may be acquired under the agreement and related common warrants. Alumni Capital LP, its general partner, and Ashkan Mapar share voting and dispositive power over 272,249 shares and disclaim beneficial ownership except to the extent of any pecuniary interest.
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Key Figures
Beneficial ownership:272,249 sharesPercent of class:9.99%Shares outstanding:2,295,035 shares+3 more
6 metrics
Beneficial ownership272,249 sharesShares beneficially owned by Alumni Capital LP, Alumni Capital GP LLC, and Ashkan Mapar
Percent of class9.99%Reported ownership percentage of INVO Fertility common stock
Shares outstanding2,295,035 sharesINVO Fertility common shares outstanding as of July 23, 2026
Currently owned shares157,934 sharesINVO Fertility shares owned by Alumni Capital LP as a commitment fee
Ownership limitation9.99%Maximum beneficial ownership under the Purchase Agreement Ownership Limitation
CUSIP44984F880CUSIP number for INVO Fertility, Inc. common stock
Key Terms
Any Market Purchase Agreement, Purchase Agreement Ownership Limitation, beneficial ownership, commitment fee, +1 more
5 terms
Any Market Purchase Agreementfinancial
"Shares reported represent Shares acquired, or that may be acquired, pursuant to an Any Market Purchase Agreement"
Purchase Agreement Ownership Limitationregulatory
"would result in the beneficial ownership ... to exceed 9.99% of the Shares outstanding (the "Purchase Agreement Ownership Limitation")"
beneficial ownershipregulatory
"result in the beneficial ownership by the Fund and its affiliates to exceed 9.99% of the Shares outstanding"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
commitment feefinancial
"plus 157,934 Shares that the Reporting Persons acquired as a commitment fee pursuant to the Purchase Agreement"
A commitment fee is a charge a lender applies to a borrower for keeping a loan or line of credit available, even before any money is drawn. Think of it as a reservation fee for borrowing power; the borrower pays to ensure funds will be there when needed. Investors care because it adds to a company’s borrowing cost, affects cash flow and liquidity, and can signal lenders’ willingness to extend credit.
Rule 13d-3(d)(1)(i)regulatory
"may acquire at the direction of the Issuer ... in accordance with Rule 13d-3(d)(1)(i) under the Act"
What stake in INVO Fertility (IVF) does Alumni Capital report on this Schedule 13G?
Alumni Capital LP, Alumni Capital GP LLC, and Ashkan Mapar report beneficial ownership of 272,249 INVO Fertility shares, representing 9.99% of the common stock outstanding under Section 13(d) calculations.
How many INVO Fertility (IVF) shares are currently owned by Alumni Capital?
Alumni Capital LP currently owns 157,934 INVO Fertility shares, received as a commitment fee under an Any Market Purchase Agreement. Additional shares may be acquired at INVO’s direction, within the agreement’s ownership cap.
What is the 9.99% ownership limitation disclosed for INVO Fertility (IVF)?
The Any Market Purchase Agreement includes a 9.99% Purchase Agreement Ownership Limitation, prohibiting Alumni Capital and affiliates from acquiring shares that would push their beneficial ownership above 9.99% of INVO Fertility’s outstanding common stock.
How many INVO Fertility (IVF) shares were outstanding for this Schedule 13G calculation?
The reported 9.99% stake is based on 2,295,035 INVO Fertility shares outstanding as of July 23, 2026, plus the 157,934 commitment-fee shares and additional shares deemed beneficially owned under Rule 13d-3(d)(1)(i).
Who are the reporting persons in the INVO Fertility (IVF) Schedule 13G filing?
The Schedule 13G is filed jointly by Alumni Capital LP, Alumni Capital GP LLC, and Ashkan Mapar. The GP is the fund’s general partner, and Mapar is the control person of the general partner.
What voting and dispositive power does Alumni Capital have over INVO Fertility (IVF) shares?
The reporting persons have shared voting power over 272,249 shares and shared dispositive power over 272,249 shares of INVO Fertility common stock, with no sole voting or dispositive power reported.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
INVO Fertility, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
44984F880
(CUSIP Number)
08/04/2026
(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
Alumni Capital LP
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
272,249.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
272,249.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
272,249.00
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)
PN
SCHEDULE 13G
CUSIP Number(s):
44984F880
1
Names of Reporting Persons
Alumni Capital GP 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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
272,249.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
272,249.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
272,249.00
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)
OO
SCHEDULE 13G
CUSIP Number(s):
44984F880
1
Names of Reporting Persons
Ashkan Mapar
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
272,249.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
272,249.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
272,249.00
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)
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:
This statement is filed by Alumni Capital LP (the "Fund"), Alumni Capital GP LLC (the "General Partner"), and Ashkan Mapar (the "Controlling Person"). The foregoing are collectively referred to herein as the "Reporting Persons".
The Fund holds, has the right to acquire, or has the obligation to acquire, securities of the Issuer. The General Partner serves as the general partner of the Fund. The Controlling person is the control person of the General Partner.
(b)
Address or principal business office or, if none, residence:
The address for the principal business office of each of Alumni Capital LP, Alumni Capital GP LLC, and Ashkan Mapar is 601 Brickell Key Dr., Suite 700, Miami, FL 33131.
(c)
Citizenship:
Alumni Capital LP is a Delaware limited partnership. Alumni Capital GP LLC is a Delaware limited liability company. Ashkan Mapar is a citizen of the United States of America.
(d)
Title of class of securities:
Common Stock
(e)
CUSIP Number(s):
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:
Alumni Capital LP - 272,249*
Alumni Capital GP LLC - 272,249*
Ashkan Mapar - 272,249*
*The shares of common stock (the "Shares") of INVO Fertility Inc. (the "Issuer") reported herein represent Shares acquired, or that may be acquired, by Alumni Capital LP (the "Fund") pursuant to an Any Market Purchase Agreement dated July 24, 2026, between the Issuer and the Fund (the "Purchase Agreement").
Under the Purchase Agreement, at the Issuer's sole discretion, the Fund may be required to purchase Shares, in accordance with the terms and subject to the conditions and limitations of the Purchase Agreement. One of such limitations is that the Fund is prohibited from acquiring any Shares under the Purchase Agreement, which, when aggregated with all other Shares then beneficially owned by the Fund and its affiliates, would result in the beneficial ownership by the Fund and its affiliates to exceed 9.99% of the Shares outstanding (the "Purchase Agreement Ownership Limitation"). The Fund may increase or decrease the Purchase Agreement Ownership Limitation to any other percentage not in excess of any other percentage not in excess of upon written agreement of the Fund and the Issuer.
As such, the percent of class reported herein is giving effect to the Purchase Agreement Ownership Limitation, and it is based upon the Issuer's representation in its registration statement on Form S-1 that there were 2,295,035 Shares outstanding as of July 23, 2026, plus 157,934 Shares that the Reporting Persons acquired as a commitment fee pursuant to the Purchase Agreement, plus the number of Shares that the Reporting Persons may acquire at the direction of the Issuer (subject to the Purchase Agreement Ownership Limitation) in accordance with Rule 13d-3(d)(1)(i) under the Act.
For the sake of clarity, the Fund currently owns 157,934 Shares as of the date of the filing and is electing to file this Schedule 13G solely to the extent that, for the purposes of Section 240.13d-3, the Reporting Persons are deemed to beneficially own the Shares pursuant to the Purchase Agreement and the Common Warrants. The filing of this report shall not be deemed an admission, for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of such Reporting Person's pecuniary interest, if any, therein.
(b)
Percent of class:
Alumni Capital LP - 9.99%
Alumni Capital GP LLC - 9.99%
Ashkan Mapar - 9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Alumni Capital LP - 0
Alumni Capital GP LLC - 0
Ashkan Mapar - 0
(ii) Shared power to vote or to direct the vote:
Alumni Capital LP - 272,249*
Alumni Capital GP LLC - 272,249*
Ashkan Mapar - 272,249*
(iii) Sole power to dispose or to direct the disposition of:
Alumni Capital LP - 0
Alumni Capital GP LLC - 0
Ashkan Mapar - 0
(iv) Shared power to dispose or to direct the disposition of:
Alumni Capital LP - 272,249*
Alumni Capital GP LLC - 272,249*
Ashkan Mapar - 272,249*
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.
Not Applicable
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 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.
Alumni Capital LP
Signature:
/s/ Ashkan Mapar
Name/Title:
Ashkan Mapar, Manager of Alumni Capital GP LLC, General Partner of Alumni Capital LP
Date:
08/07/2026
Alumni Capital GP LLC
Signature:
/s/ Ashkan Mapar
Name/Title:
Ashkan Mapar, Manager of Alumni Capital GP LLC, General Partner of Alumni Capital LP
Date:
08/07/2026
Ashkan Mapar
Signature:
/s/ Ashkan Mapar
Name/Title:
Ashkan Mapar, Manager of Alumni Capital GP LLC, General Partner of Alumni Capital LP
