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INVO Fertility, Inc SEC Filings

IVF NASDAQ

Welcome to our dedicated page for INVO Fertility SEC filings (Ticker: IVF), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.

INVO Fertility, Inc. filings document the regulatory record of a Nasdaq-listed fertility-services company with clinic operations, INVOcell device activities and securities registered under the Exchange Act. Its recent 8-K reports cover material events including Nasdaq listing-rule notices, amendments to its articles of incorporation, a completed reverse stock split, authorized-share changes and material agreements tied to clinic acquisitions.

Proxy statements and shareholder-vote disclosures address governance matters, auditor ratification, warrant-related share issuance proposals and capital-structure approvals. Registration statements describe securities offerings and related risk, capitalization and corporate-information disclosures, while late-filing notices document the timing and accounting-related status of periodic reporting obligations.

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INVO Fertility, Inc. reported fiscal 2025 revenue of $6.84 million, up 5% from $6.53 million in 2024, driven mainly by clinic revenue growth. Despite this, the company recorded a much larger net loss of $23.32 million, compared with a $9.26 million loss a year earlier, largely due to discontinued operations and a loss on disposition.

Net loss from continuing operations improved to $5.34 million from $7.74 million, while Adjusted EBITDA remained negative at $(3.17) million, worse than $(2.25) million in 2024. INVO raised approximately $11.5 million of gross financing in late 2025 and early 2026, retired its Series C-2 preferred stock, eliminated warrant liabilities, and reported about 1.8 million common shares outstanding as of June 2, 2026, which management says has strengthened the balance sheet.

The company closed the acquisition of Indiana-based Family Beginnings in February 2026, adding a fourth U.S. fertility clinic that generated about $1.2 million in revenue and $0.2 million in net income for the twelve months ended September 30, 2025. Management highlights ongoing clinic growth initiatives, expanded employer-benefit access, new technology such as a modified INVOcell device with patent protection through 2040, and continued investment in patient-centered fertility services.

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INVO Fertility, Inc. reported fiscal 2025 revenue of $6.84 million, up 5% from $6.53 million in 2024, driven mainly by clinic revenue growth. Despite this, the company recorded a much larger net loss of $23.32 million, compared with a $9.26 million loss a year earlier, largely due to discontinued operations and a loss on disposition.

Net loss from continuing operations improved to $5.34 million from $7.74 million, while Adjusted EBITDA remained negative at $(3.17) million, worse than $(2.25) million in 2024. INVO raised approximately $11.5 million of gross financing in late 2025 and early 2026, retired its Series C-2 preferred stock, eliminated warrant liabilities, and reported about 1.8 million common shares outstanding as of June 2, 2026, which management says has strengthened the balance sheet.

The company closed the acquisition of Indiana-based Family Beginnings in February 2026, adding a fourth U.S. fertility clinic that generated about $1.2 million in revenue and $0.2 million in net income for the twelve months ended September 30, 2025. Management highlights ongoing clinic growth initiatives, expanded employer-benefit access, new technology such as a modified INVOcell device with patent protection through 2040, and continued investment in patient-centered fertility services.

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INVO Fertility, Inc. files its annual report describing a fertility-focused healthcare services and technology business built around four U.S. clinics and the INVOcell intravaginal culture device. The company has shifted from a device-centric model toward owning and operating fertility clinics, including Wisconsin Fertility Institute and the 2026 acquisition of Family Beginnings in Indiana.

The filing highlights significant financing activity, including a $9.5 million January 2025 public offering, a $4.0 million December 2025 private placement, multiple warrant inducement deals, and complex preferred stock and debenture exchanges with Five Narrow Lane. These transactions, along with reverse stock splits and large increases in authorized shares, reflect ongoing efforts to raise capital and manage leverage.

INVO reports an accumulated net loss of $91.4 million since inception and states there is substantial doubt about its ability to continue as a going concern, citing high secured indebtedness, a large cash requirement, and dependence on future capital raising. The company also notes Nasdaq deficiency letters for late 10-K and 10-Q filings, a $6.0 million settlement obligation related to the Wisconsin Fertility acquisition, and extensive risk factors around regulation, data security, clinic operations, and dilution risk.

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Rhea-AI Summary

INVO Fertility, Inc. files its annual report describing a fertility-focused healthcare services and technology business built around four U.S. clinics and the INVOcell intravaginal culture device. The company has shifted from a device-centric model toward owning and operating fertility clinics, including Wisconsin Fertility Institute and the 2026 acquisition of Family Beginnings in Indiana.

The filing highlights significant financing activity, including a $9.5 million January 2025 public offering, a $4.0 million December 2025 private placement, multiple warrant inducement deals, and complex preferred stock and debenture exchanges with Five Narrow Lane. These transactions, along with reverse stock splits and large increases in authorized shares, reflect ongoing efforts to raise capital and manage leverage.

INVO reports an accumulated net loss of $91.4 million since inception and states there is substantial doubt about its ability to continue as a going concern, citing high secured indebtedness, a large cash requirement, and dependence on future capital raising. The company also notes Nasdaq deficiency letters for late 10-K and 10-Q filings, a $6.0 million settlement obligation related to the Wisconsin Fertility acquisition, and extensive risk factors around regulation, data security, clinic operations, and dilution risk.

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INVO Fertility, Inc. is restating its unaudited financial statements for the quarters ended March 31, 2025, June 30, 2025, and September 30, 2025 after an internal review found technical accounting errors. The audit committee determined the related 2025 Form 10-Q filings should no longer be relied upon.

The errors involve classification of Series C-1 and C-2 preferred stock, treatment of a convertible debenture with an embedded derivative, a gain on settlement tied to a binding term sheet, warrant classification from an inducement transaction, and an amended promissory note that should have been accounted for as a debt extinguishment under ASC 470-50. The company states revenue and loss from operations were unaffected and its business plan and operations remain unchanged, though assets, liabilities, equity, other income (expense), and net income (loss) will be adjusted.

INVO plans to present corrected figures for the affected periods in its Annual Report on Form 10-K for the year ended December 31, 2025, rather than amending prior 10-Qs. Historical quarterly amounts will be recast in future Form 10-Q filings. Management and the audit committee have discussed these matters with WithumSmith+Brown, PC, the company’s independent registered public accounting firm.

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INVO Fertility, Inc. is restating its unaudited financial statements for the quarters ended March 31, 2025, June 30, 2025, and September 30, 2025 after an internal review found technical accounting errors. The audit committee determined the related 2025 Form 10-Q filings should no longer be relied upon.

The errors involve classification of Series C-1 and C-2 preferred stock, treatment of a convertible debenture with an embedded derivative, a gain on settlement tied to a binding term sheet, warrant classification from an inducement transaction, and an amended promissory note that should have been accounted for as a debt extinguishment under ASC 470-50. The company states revenue and loss from operations were unaffected and its business plan and operations remain unchanged, though assets, liabilities, equity, other income (expense), and net income (loss) will be adjusted.

INVO plans to present corrected figures for the affected periods in its Annual Report on Form 10-K for the year ended December 31, 2025, rather than amending prior 10-Qs. Historical quarterly amounts will be recast in future Form 10-Q filings. Management and the audit committee have discussed these matters with WithumSmith+Brown, PC, the company’s independent registered public accounting firm.

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INVO Fertility, Inc. notifies the SEC of a late Form 10-Q filing for the period ended March 31, 2026. The company says the Form 10-Q cannot be filed without unreasonable effort because its Annual Report on Form 10-K for the year ended December 31, 2025 is not yet complete following a change in its independent registered public accounting firm. Management states the new audit firm requires additional time to complete audit procedures and review complex technical accounting matters; the company is working to complete both filings as promptly as practicable.

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INVO Fertility, Inc. amendment to a joint Schedule 13G/A discloses that Armistice Capital, LLC and Steven Boyd report beneficial ownership of 371,562 shares of Common Stock, representing 9.99% of the class. The filing states Armistice Capital has shared voting and dispositive power over those shares and that the Master Fund is the direct holder; the Master Fund disclaims beneficial ownership by virtue of its Investment Management Agreement with Armistice Capital. The filing is signed by Steven Boyd and dated 05/15/2026.

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INVO Fertility, Inc. disclosed that Nasdaq notified the company on April 23, 2026 that it is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it did not timely file its Form 10‑K for the year ended December 31, 2025. The 2025 Annual Report was due April 15, 2026. The notice has no immediate effect on the Nasdaq Capital Market listing, and the shares continue to trade under the symbol IVF.

The company has 60 days from the notice date to submit a compliance plan and may receive up to 180 days from the report’s due date, or until October 13, 2026, to regain compliance if Nasdaq accepts the plan. INVO attributes the delay to additional review of complex accounting matters, including tax provision, warrant accounting, and variable interest entity accounting, and states it intends to file the Annual Report as promptly as possible.

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Glenbrook Capital Management reports beneficial ownership of 134,515 shares of INVO Fertility, Inc. common stock, representing 8.33% of the class based on 1,615,419 shares outstanding as disclosed in the issuer's March 25, 2026 press release. The Schedule 13G states the position is held with shared voting and dispositive power and is filed by Glenbrook as a Nevada corporation. The filing is signed by Richard Rudgley on behalf of Glenbrook Capital Management.

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INVO Fertility, Inc. notified the SEC it cannot file its Annual Report on Form 10-K for the year ended December 31, 2025 on time because it needs additional time to finalize financial statements and complete review of certain tax-related matters. The company expects to file within the 15-calendar-day extension period.

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INVO Fertility, Inc. implemented a 1-for-5 reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on March 27, 2026. Every 5 issued and outstanding shares were reclassified into 1 share, with no change to par value.

The company proportionately adjusted its capital structure so that it now has 50,000,000 authorized shares of common stock, and approximately 1,615,419 shares of common stock issued and outstanding immediately after the split. Outstanding options, warrants and equity plan reserves were also adjusted proportionately.

No fractional shares were issued; registered holders were rounded up to the next whole share, while beneficial holders in street name receive cash for fractional interests as determined by their brokers. The stock continues to trade on the Nasdaq Capital Market under the symbol IVF, with a new CUSIP number 44984F880.

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INVO Fertility, Inc. closed its acquisition of Indiana-based fertility clinic Family Beginnings P.C. through subsidiary Wood Violet Fertility LLC. Buyer acquired the clinic’s non-medical assets and an affiliated professional corporation purchased the medical assets under related asset purchase agreements.

The combined consideration included cash at closing and 400 shares of Series D Non-Voting Convertible Preferred Stock issued to the seller. INVO also entered into a 10-year Management Services Agreement with a Florida professional corporation to provide management and operational support services for the practice.

To support operations, INVO’s subsidiary signed a lease for 4,387 rentable square feet in Indianapolis, with initial annual base rent of $132,398.61 and 2% annual increases starting in month sixteen. INVO created a new Series D Preferred class, authorizing 4,000 shares with a $1,000 stated value each, convertible into common stock at an initial price of $1.20 per share, subject to a 4.99% (or up to 9.99% on election) beneficial ownership cap.

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FAQ

How many INVO Fertility (IVF) SEC filings are available on StockTitan?

StockTitan tracks 31 SEC filings for INVO Fertility (IVF), including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, and Form 4 insider trading disclosures. Each filing includes AI-generated summaries, impact scoring, and sentiment analysis.

When was the most recent SEC filing for INVO Fertility (IVF)?

The most recent SEC filing for INVO Fertility (IVF) was filed on June 2, 2026.