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2025-06-25
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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): June 25, 2025
INVO
FERTILITY, INC.
(Exact
name of registrant as specified in 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
(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 (see General Instruction A.2. below):
| ☐ |
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 per share |
|
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 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
5.07 Submission of Matters to a Vote of Security Holders
On
June 25, 2025, INVO Fertility, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”).
A total of 842,876 shares of common stock constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.
At
the Annual Meeting, the Company’s stockholders voted on proposals 1, 2, 4, 5, 6, 7 and 8, as set forth below.
With
respect to proposal 3, the Annual Meeting was adjourned to further solicit votes to approve the amendment to the Company’s Amended
and Restated Articles of Incorporation to increase its number of authorized shares of common stock from 4,166,666 to 50,000,000, as described
further in the Company’s definitive proxy statement, filed with the SEC on June 4, 2025 (the “2025 Proxy”). The Annual
Meeting was adjourned to Wednesday, July 9, 2025 at 12:00 pm Eastern Time and will be held in virtual format at www.virtualshareholdermeeting.com/INVO2025.
The
final results for proposals 1, 2, 4, 5, 6, 7 and 8, as set forth in the 2025 Proxy, are as follows:
Proposal
1. At the Annual Meeting, the terms of all five members of the Board of Directors expired. All of the five nominees for director
were elected to serve until the next annual meeting of stockholder or until their respective successors have been duly elected and qualified,
or until such director’s earlier resignation, removal or death. The result of the votes to elect the five directors was as follows:
| Directors | |
For | | |
Withheld | | |
Broker
Non-Votes | |
| Trent Davis | |
| 286,701 | | |
| 52,017 | | |
| 504,158 | |
| Rebecca Messina | |
| 301,236 | | |
| 37,482 | | |
| 504,158 | |
| Barbara Ryan | |
| 301,661 | | |
| 37,057 | | |
| 504,158 | |
| Steven Shum | |
| 281,419 | | |
| 57,299 | | |
| 504,158 | |
| Matthew Szot | |
| 300,613 | | |
| 38,105 | | |
| 504,158 | |
Proposal
2. At the Annual Meeting, the stockholders approved the ratification of the appointment of
M&K CPAs PLLC. as the Company’s independent public accountant for the fiscal year ending December 31, 2025. The result
of the votes to approve M&K CPAs PLLC was as follows:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 779,963 |
|
52,098 |
|
10,815 |
|
0 |
Proposal
4. At the Annual Meeting, the stockholders approved the issuance, in accordance with Nasdaq Listing Rule 5635, of (a) the
Company’s common stock, upon conversion of its outstanding Series C-2 Non-Voting Convertible Preferred Stock (the “Series
C-2 Preferred”), (b) any additional shares of common stock, upon conversion of the Series C-2 Preferred issued under the Additional
Investment Right (as defined in the 2025 Proxy), and (c) any additional shares of common stock due to an adjustment event pursuant to
the terms of the Series C-2 Preferred (the “Series C-2 Preferred Conversion Proposal”).
The result of the votes to approve the Series C-2 Preferred Conversion Proposal was as follows:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 222,410 |
|
114,060 |
|
2,248 |
|
504,158 |
Proposal
5. At the Annual Meeting, the stockholders approved the issuance, in accordance with Nasdaq Listing Rule 5635, of (a) the Company’s
common stock, upon conversion of an outstanding 7.0% Senior Secured Convertible Debenture in the principal balance of $4,803,175 due
February 11, 2026 (the “Amended and Restated Debenture”), and (b) any additional shares of common stock due to an adjustment
event pursuant to the terms of the Amended and Restated Debenture (the “Amended and Restated Debenture Conversion Proposal”).
The result of the votes to approve the Amended and Restated Debenture Conversion Proposal was as follows:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 229,971 |
|
113,405 |
|
2,342 |
|
504,158 |
Proposal
6. At the Annual Meeting, the stockholders approved the issuance, in accordance with Nasdaq Listing Rule 5635, of (a) the Company’s
common stock, upon conversion of outstanding warrants issued pursuant to an inducement letter agreement
dated April 30, 2025 (the “Inducement Warrants”), and (b) any additional shares of our common stock due to an adjustment
event pursuant to the terms of the Inducement Warrants (the “Inducement Warrant Exercise Proposal”). The result of the votes
to approve the Inducement Warrant Exercise Proposal was as follows:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 223,551 |
|
112,942 |
|
2,225 |
|
504,158 |
Proposal
7. At the Annual Meeting, the stockholders approved a third amendment and restatement of the Company’s 2019 Stock Incentive
Plan to increase the number of shares of common stock available for issuance thereunder to a total amount of 1,200,000, equal to approximately
10% of the total issued and outstanding stock on a fully-diluted basis (the “Plan Amendment Proposal”). The result of the
votes to approve the Plan Amendment Proposal was as follows:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 248,324 |
|
86,984 |
|
3,410 |
|
504,158 |
Proposal
8. At the Annual Meeting, the stockholders approved, by non-binding advisory vote, of the resolution approving named executive officer
compensation (the “Say on Pay Proposal”). The result of the votes to approve the Say on Pay Proposal was as follows:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 219,381 |
|
117,286 |
|
2,051 |
|
504,158 |
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 thereunto duly authorized.
| |
INVO
FERTILITY, INC. |
| |
|
|
| |
By: |
/s/
Steven Shum |
| |
Name: |
Steven
Shum |
| |
Title: |
Chief
Executive Officer |
| |
|
|
| Dated:
June 25, 2025 |
|
|
