[8-K] NAYA Biosciences, Inc. Reports Material Event

Rhea-AI Filing Summary

On 22 Jul 2025 Classover Holdings, Inc. filed this Form 8-K/A to correct its 21 Jul 2025 report and add new disclosures. The company replaces an erroneously filed exhibit with the proper Equity Purchase Facility Agreement (EPFA) signed 30 Apr 2025 with Solana Strategic Holdings LLC, which allows Classover to sell up to $400 million in Class B shares. A 21 Jul 2025 amendment to the EPFA removes earlier restrictions on using sale proceeds to buy Solana tokens, giving management broader discretion but tying capital deployment more tightly to crypto-asset prices.

The filing also includes a waiver to the 6 Jun 2025 Registration Rights Agreement with Solana Growth Ventures LLC, extending the SEC registration filing deadline to 75 days (from 45) and the effectiveness deadline to 150 days (from 135). This eases near-term compliance pressure but delays potential resale liquidity for noteholders.

Under Item 7.01, Classover furnished a press release announcing the launch of its “KIDZ by Everstake” Solana validator node, further illustrating the company’s strategic push into the Solana ecosystem. No earnings or balance-sheet data are provided.

Investor focus: enlarged share-issuance capacity, possible dilution, and increased exposure to crypto-market volatility following the relaxation of use-of-proceeds limits.

Positive

• $400 million Equity Purchase Facility provides significant on-demand capital.
• Amendment grants management greater flexibility in deploying proceeds for strategic Solana initiatives.
• Registration Rights waiver avoids near-term covenant breach and offers additional compliance time.
• Launch of “KIDZ by Everstake” validator node strengthens presence within the Solana ecosystem.

Negative

• Share issuances under the EPFA could be highly dilutive to existing holders.
• Removal of spending limits increases exposure to Solana token price volatility.
• Filing correction highlights prior disclosure oversight, hinting at governance lapses.
• Extended registration deadlines delay liquidity for noteholders, potentially raising cost of capital.

Insights

Financial Analyst

TL;DR: Capital access intact; broader token use raises dilution & risk, net impact neutral.

The $400 million EPFA remains a sizeable backstop for future funding, and eliminating the token-purchasing cap provides the company with maximum flexibility to pursue its Solana-centric business model. However, equity issuances at market prices may be dilutive, and success now depends on crypto-market conditions rather than purely operational milestones. The waiver on registration deadlines prevents a default but postpones tradability of underlying securities. Overall, the amendments balance financing needs with higher volatility, yielding a neutral fundamental effect for most equity investors.

Crypto Risk Specialist

TL;DR: Deeper Solana linkage boosts strategic fit yet amplifies token-price exposure—risk outweighs benefit.

By lifting spending limits on Solana token purchases, management signals a commitment to integrate blockchain incentives into its platform. While this can drive ecosystem alignment, shareholders now face greater balance-sheet sensitivity to a single digital asset. The validator-node launch adds operational credibility but is unlikely to offset systemic crypto volatility. In the absence of hedging disclosures or revenue forecasts, the amendments tilt the risk-reward profile negatively for conservative investors.

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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).

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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

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