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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): July 17, 2025
INVO
FERTILITY, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-39701 |
|
20-4036208 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
5582
Broadcast Court
Sarasota,
Florida 34240
(Address
of principal executive offices)
(Zip
Code)
Registrant’s
telephone number, including area code: (978) 878-9505
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Common
Stock, $0.0001 par value |
|
IVF |
|
The
Nasdaq Stock Market LLC |
| (Title
of Each Class) |
|
(Trading
Symbol) |
|
(Name
of Each Exchange on Which Registered) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR §230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR §240.12b-2 of this chapter). Emerging growth company
☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
July 18, 2025, INVO Fertility, Inc. (the “Company”) filed a Certificate of Change (the “Certificate of Change”)
with the Secretary of State of the State of Nevada to effectuate a 1-for-3 reverse stock split (the “Reverse Stock Split”)
of the Company’s issued and outstanding and authorized shares of common stock, par value $0.0001 per share (“Common Stock”).
The Reverse Stock Split became effective at 12:01 a.m., Eastern Time, on Monday, July 21, 2025, and the Company’s Common Stock
began trading on a split-adjusted basis when The Nasdaq Stock Market (“Nasdaq”) opened on July 21, 2025.
When
the Reverse Stock Split became effective, every 3 shares of Common Stock issued and outstanding were automatically reclassified and combined
into one share of Common Stock, without any change in the par value per share, and a proportionate adjustment was made to the Company’s
authorized shares of Common Stock such that the Company now has 1,388,888 shares of authorized Common Stock. In addition, a proportionate
adjustment has been made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock
options and warrants to purchase shares of Common Stock and the number of shares reserved for issuance pursuant to the Company’s
equity incentive compensation plans. No fractional shares of Common Stock were issued in connection with the Reverse Stock Split. Stockholders
who otherwise would have been entitled to receive fractional shares of Common Stock had their holdings rounded up to the next whole share.
The
Company’s Common Stock will continue to trade on The Nasdaq Capital Market under the existing symbol “IVF”, but the
security has been assigned a new CUSIP number (44984F708).
The
foregoing description of the Certificate of Change does not purport to be complete and is qualified in its entirety by reference
to the full text of the Certificate of Change which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item
8.01 Other Events
On
July 17, 2025, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit |
|
Description |
| |
|
|
| 3.1 |
|
Certificate of Change |
| 99.1 |
|
Press Release dated July 17, 2025 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
July 21, 2025
| |
INVO
FERTILITY, INC. |
| |
|
|
| |
By: |
/s/
Steven Shum |
| |
|
Steven
Shum |
| |
|
Chief
Executive Officer |
