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INVO Fertility, Inc. filed an 8-K describing a change in its independent auditor and reiterating prior going concern language. On September 3, 2025, the company notified M&K CPAS, PLLC of its dismissal as independent registered public accounting firm, effective September 5, 2025, a decision approved by the board’s Audit Committee. M&K’s audit reports on the company’s 2023 and 2024 consolidated financial statements did not contain adverse or qualified opinions, but they did express substantial doubt about INVO Fertility’s ability to continue as a going concern. The company states there were no disagreements or reportable events with M&K. On September 5, 2025, the Audit Committee approved the engagement of WithumSmith+Brown, PC as the new independent registered public accounting firm for the year ending December 31, 2025, and INVO Fertility notes it had not previously consulted Withum on accounting or audit matters described in the 8-K.
Matthew K. Szot, a director of INVO Fertility, Inc. (IVF), reported transactions on Form 4 showing an option exercise and a small disposition. On 08/26/2025 Mr. Szot exercised a stock option with a $1.01 exercise price to purchase 45,000 shares of common stock, and following that transaction he beneficially owned 45,164 shares. The option vests in four equal installments beginning the first day of the calendar quarter after 08/26/2025 and quarterly thereafter until fully vested. The filing also reports a disposition of 56 shares of common stock. The Form 4 is signed and dated 08/28/2025.
INVO Fertility, Inc. (IVF) Director Barbara Ryan reported receipt of a non-qualified stock option to buy 45,000 shares of common stock at an exercise price of $1.01 per share, with an expiration date ten years after the grant. The option is exercisable beginning 08/26/2025 and vests in four equal quarterly installments starting the first day of the calendar quarter following 08/26/2025 until fully vested. Following the reported transaction, Ms. Ryan beneficially owns 45,157 shares of common stock directly. The Form 4 indicates the grant was reported by a single reporting person who is a director of the issuer.
Andrea Goren, identified as Chief Financial Officer and reporting person, reported transactions on behalf of INVO Fertility, Inc. (ticker IVF).
On 08/26/2025 Ms. Goren acquired a stock option granting the right to buy 50,000 shares at a conversion/exercise price of $1.01. The filing shows the option vests in four equal installments beginning on the first day of the calendar quarter following August 26, 2025 and on the first day of each calendar quarter thereafter until fully vested. Following the reported transactions, the filing lists 50,409 shares of common stock as beneficially owned directly.
The option’s expiration date is shown as 08/26/2035 in the derivative table. The Form 4 is signed and dated 08/28/2025 by Andrea Goren.
INVO Fertility, Inc. (IVF) reporting person Trent D. Davis disclosed changes in beneficial ownership. Mr. Davis disposed of 49 shares of Common Stock and acquired a stock option to purchase 45,000 shares with an exercise price of $1.01. The option transaction date is 08/26/2025 and the option expires on 08/26/2035. The option vests in four equal installments beginning on the first day of the calendar quarter following 08/26/2025 and quarterly thereafter until fully vested. Following the reported transactions, the filing shows 45,159 shares beneficially owned.
Rebecca Messina, a director of INVO Fertility, Inc. (IVF), was granted a stock option on 08/26/2025. The option allows purchase of 45,000 shares at an exercise price of $1.01 per share and expires on 08/26/2035. The option vests in four equal quarterly installments beginning the first day of the calendar quarter after 08/26/2025 until fully vested. After the grant, Ms. Messina beneficially owns 45,143 shares of common stock. The transaction was reported on a Form 4 filed and signed 08/28/2025.
INVO Fertility entered an Amendment and Exchange Agreement with Five Narrow Lane LP, replacing its existing convertible debenture with a Second Amended and Restated Senior Secured Convertible Debenture. The principal was set at $1,751,343.75, monthly redemption provisions were removed, and other mutually agreed changes were made.
In exchange, the parties reduced principal by $1,300,000 through issuance of 325 shares of Series C-2 Preferred (aggregate stated value $1,300,000) under a prior additional investment right. A Side Letter extended registration timing for resale of shares underlying the debenture, Series C-2 Preferred, and warrants: filing by August 29, 2025 and effectiveness by the earlier of September 30, 2025 (or October 31, 2025 if full review) or two business days after an SEC no-review notice. The debenture bears 7% interest, matures on February 11, 2026, converts at $1.4765 per share with a 9.99% beneficial ownership cap, and restricts prepayment without holder consent. If the company raises over $3,000,000 in non-public financings, one-third of proceeds may be applied to redemption at the holder’s option.
INVO Fertility, Inc. filed a Form S-8 to register an additional 383,904 shares of common stock under its Third Amended and Restated 2019 Stock Incentive Plan, increasing the plan's authorized issuable shares to 400,000 shares following a 1-for-3 reverse split effective July 21, 2025. The plan amendment was approved at the shareholder meeting on June 25, 2025.
The registration lists standard incorporation by reference to prior SEC reports, includes an opinion and consents from Glaser Weil Fink Howard Jordan & Shapiro LLP, and attaches the amended Plan by reference to the registrant's proxy materials.
INVO Fertility, Inc. furnished a press release announcing its financial results for the quarter ended June 30, 2025. The company reported these results through a press release dated August 14, 2025, which is included as Exhibit 99.1. This information is being furnished under a current report and is expressly stated not to be deemed filed for purposes of certain liability provisions of the Securities Exchange Act of 1934 or incorporated into other securities law filings unless specifically referenced.
NAYA Biosciences presents condensed results and material transactions for the period ended June 30, 2025. Consolidated revenue is reported at $3,500,839. The filing shows significant losses and non‑cash charges, including impairment charges of $1,397,353 and $14,645,069 and reported net loss amounts shown as $(5,284,858) and $(22,688,444) in the disclosed tables. The company records goodwill of $5,878,986 and finite‑lived intangible assets including tradenames and noncompetition agreements.
Liquidity and financing activity are highlighted: the company reports liquidity figures of $22.7 million and $3.8 million (as presented), an accumulated deficit of approximately $90.2 million, and net cash used in operating activities of approximately $5.3 million for the six months ended June 30, 2025 (versus $1.7 million for the prior period). Financing proceeds included approximately $8.7 million from a public offering, warrant exercises and preferred issuances; the company states it will require additional funding to meet cash needs over the next 12 months. Material business combinations and dispositions (NTI transaction and related note receivable of $4,803,175) and settlement obligations (scheduled payments totaling $5,000,000 under a term sheet) are disclosed.