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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) August 21, 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) |
|
(I.R.S.
Employer
Identification
No.) |
5582
Broadcast Court
Sarasota,
FL 34240
(Address
of principal executive offices, including zip code)
(978)
878-9505
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
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:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.0001 par value |
|
IVF |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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
1.01 Entry into a Material Definitive Agreement.
Amendment
and Exchange Agreement
Effective
as of August 21, 2025, INVO Fertility, Inc., a Nevada corporation (the “Company”) and Five Narrow Lane LP, a Delaware
limited partnership (“FNL”) entered into an agreement (the “Amendment and Exchange Agreement”)
pursuant to which the parties agreed to exchange an Amended and Restated Senior Secured Convertible Debenture Due February 11, 2026 (the
“Amended and Restated Debenture”) held by FNL in exchange for a Second Amended and Restated Senior Secured Convertible
Debenture Due February 11, 2026 (the “Second Amended and Restated Debenture”) to (i) decrease the outstanding principal
amount of the Second Amended and Restated Debenture to $1,751,343.75, (ii) remove provisions related to Monthly Redemption Amounts, as
defined in the Second Amended and Restated Debenture, and (iii) make other changes mutually agreed to between the parties.
In consideration of the foregoing amendments, the Company and FNL agreed
to reduce the outstanding principal amount of the Second Amended and Restated Debenture by $1,300,000 in exchange for receipt of shares
of the Company’s Series C-2 Preferred Stock (the “C-2 Preferred”) pursuant to an additional investment right
previously granted to FNL (the “AIR Preferred Shares”) with aggregated stated value of $1,300,000. In consideration thereof,
the Company agreed to issue 325 shares of additional C-2 Preferred to FNL.
The
foregoing summary of the Amendment and Exchange Agreement is not complete and is qualified in its entirety by reference to the Amendment
and Exchange Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Side
Letter Agreement
Effective as of August 21, 2025, the Company and FNL entered into an agreement
(the “Side Letter Agreement”) pursuant to which, among other things, the parties agreed to extend the deadline by which
the Company must file a registration statement with the United States Securities and Exchange Commission (the “SEC”)
for the resale of shares of our common stock (i) issuable upon conversion of the Second Amended and Restated Debenture, (ii) issuable
upon conversion of shares of our Series C-2 Preferred Stock held by FNL, and (iii) issuable upon exercise of warrants held
by FNL, to August 29, 2025. The parties further agreed to extend the deadline by which such registration statement must be declared effective
by the SEC to the earlier of the (A) September 30, 2025 (or, in the event of a “full review” by the SEC, October 31, 2025)
and (B) the 2nd business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such
registration statement will not be reviewed or will not be subject to further review.
The
foregoing summary of the Side Letter Agreement is not complete and is qualified in its entirety by reference to the Side Letter Agreement,
a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
Item
3.02 Unregistered Sale of Equity Securities.
The
information set forth in Item 1.01 is incorporated herein by reference. The offer and sale of the Second Amended and Restated
Debenture and the C-2 Preferred has been made in reliance on the exemptions from registration provided by Sections 3(a)(9) and
4(a)(2) of the Securities Act of 1933, as amended.
Item
3.03 Material Modification to Rights of Security Holders.
The
information set forth in Item 1.01 is incorporated herein by reference.
The
Second Amended and Restated Debenture carries an interest rate of seven percent (7%) per annum, and the principal sum is $1,751,343.75.
The maturity date of the Amended and Restated Debenture is February 11, 2026 (the “Maturity Date”), at which point
the outstanding principal amount, together with any accrued and unpaid interest and other fees, shall be due and payable to the holder
of the Second Amended and Restated Debenture.
The
holder of the Second Amended and Restated Debenture shall be entitled to convert any portion of the outstanding and unpaid principal
amount and accrued interest into shares of Company common stock at a conversion price of $1.4765 per share, subject to adjustment as
described therein. The Second Amended and Restated Debenture may not be converted and shares of Company common stock may not be issued
upon conversion of the Second Amended and Restated Debenture if, after giving effect to the conversion or issuance, the holder together
with its affiliates would beneficially own in excess of 9.99% of the outstanding common stock of the Company.
The
Company may not prepay the Second Amended and Restated Debenture without the prior written consent of FNL.
While
any portion of the Second Amended and Restated Debenture is outstanding, if the Company receives gross proceeds of more than $3,000,000
from any equity or debt financings (other than a public offering as described herein), the Company shall, at the option of the holder,
apply one-third (1/3) of such gross proceeds to the redemption of the principal amount of the Second Amended and Restated Debenture.
The
Second Amended and Restated Debenture contains events representations, warranties, covenants, and events of default that are customary
for similar transactions. Upon an event of default, the Second Amended and Restated Debenture became immediately due and payable, and
the borrower was subject to a default rate of interest of 15% per annum and a default sum as stipulated.
The
foregoing description of the Second Amended and Restated Debenture does not purport to be complete and is qualified in its entirety by
reference to the Second Amended and Restated Debenture, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
Exhibit
No. |
|
Description |
| 4.1 |
|
Second Amended and Restated Senior Secured Convertible Debenture Due February 11, 2026 |
| 10.1 |
|
Amendment and Exchange Agreement by and among Five Narrow Lane LP and INVO Fertility, Inc. dated as of August 21, 2025 |
| 10.2 |
|
Side Letter Agreement by and among Five Narrow Lane LP and INVO Fertility, Inc. dated as of August 21, 2025 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document.) |
SIGNATURES
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:
August 22, 2025 |
INVO
FERTILITY, INC. |
| |
|
| |
/s/
Steven Shum |
| |
Steven
Shum |
| |
Chief
Executive Officer |
