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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. The previously issued unaudited consolidated financial statements of INVO Fertility, Inc. (the “Company”) as of March 31, 2025, June 30, 2025, and September 30, 2025 and the respective periods then ended (collectively, the “ Affected Periods ”) are being restated as a result of an internal review. The errors identified during the internal review were primarily related to highly techni…
and Exhibit 99.1 hereto shall not be deemed “filed” for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless expressly incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, the information contained in this
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 23, 2026, INVO Fertility, Inc. (the “Company”) received a letter (the “Letter”) from the Listing Qualifications staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company failed to file its Annual Report on Form 10-K for the year ended December 31, 2025 (the “Filing”), on a timely basis and, as such, no longer satisfies Nasdaq Listing Rule 5250(c)(1) (th…
Other Events On February 19, 2026 the Company issued a press release announcing the closing of its acquisition of the Clinic. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Unregistered Sales of Equity Securities. On February 18, 2026, the Company issued 400 shares of the Company’s Series D Non-Voting Convertible Preferred Stock (the “Series D Preferred”) to the Seller. The Series D Preferred was issued, and the shares of common stock issuable thereunder will be issued, without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not invol…
below) by, Wood Violet Fertility LLC, a Delaware limited liability company (“Buyer”) and wholly owned subsidiary of INVO Centers LLC, a Delaware company wholly owned by the Company. In connection with such acquisition of the Clinic, the following material agreements were entered into on February 18, 2026, the effective date of the Company’s acquisition of the Clinic: Management Services Agreement Effective February 18, 2026, Buyer and Fertility, P.A., a Florida professional corporation (“Fert…
Entry into a Material Definitive Agreement. Closing of Family Beginnings P.C. Acquisition As described in further detail under
Entry into a Material Definitive Agreement. Inducement Letter Agreement On January 28, 2026, INVO Fertility, Inc. (the “Company”) entered into an inducement letter agreement (the “Inducement Letter Agreement”) with an institutional investor and existing holder (the “Holder”) of certain existing warrants (the “Existing Warrants”) to purchase up to 4,733,728 shares of the Company’s common stock (the “Common Stock”). The Existing Warrants were originally issued on December 3, 2025, with an exerc…
Unregistered Sales of Equity Securities. On January 30, 2026, the Company issued the New Warrant to the Purchaser. The New Warrant was sold and issued, and the shares of Common Stock issuable thereunder will be sold and issued, without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and/or Rule 506 promulgated under the Securities Ac…
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. Appointment of Chief Financial Officer Effective December 30, 2025, the board of directors (the “Board”) of INVO Fertility, Inc. (the “Company”) appointed Terah Krigsvold as the Company’s chief financial officer. Pursuant to that certain amended and restated employment agreement by and between the Company and Ms. Krigsvold (the “Krigsvold Amended and Restated Employment Agreement”), the Com…
Entry into a Material Definitive Agreement. On December 15, 2025, INVO Fertility, Inc., a Nevada corporation (the “Company”), through its wholly owned subsidiary, INVO Centers LLC, a Delaware limited liability company (the “Buyer”), entered into an asset purchase agreement by and among the Buyer, Family Beginnings, P.C., an Indiana professional service corporation (the “Seller”), and James Donahue MD (“Dr. Donahue”) (the “APA”) to acquire the non-clinical assets of the Seller’s owned and oper…
Other Events On December 2, 2025, the Company issued a press release announcing the Private Placement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference
Entry into a Material Definitive Agreement. On December 2, 2025, INVO Fertility, Inc., a Nevada corporation (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an institutional investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell securities of the Company, in the aggregate amount of approximately $4,000,000, comprised of 235,000 shares (the “Shares”) of common stock par value $0.0001 per share (the “Common Stoc…
Unregistered Sale of Equity Securities. The information set forth in
and Exhibit 99.1 hereto shall not be deemed “filed” for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless expressly incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, the information contained in this
Unregistered Sales of Equity Securities. On October 16, 2025, an institutional investor and existing holder (the “ Holder ”) of Series C-2 Convertible Preferred Stock (the “ C-2 Preferred ”) of INVO Fertility, Inc. (the “ Company ”) exercised its Additional Investment Right (as defined in that certain Securities Purchase Agreement (as amended, the “ Securities Purchase Agreement ”), dated as of January 3, 2024, between the Holder and NAYA Therapeutics Inc. (formerly known as NAYA Biosciences,…
of the Current Report on Form 8-K filed on July 1, 2025 is incorporated herein by reference. Exhibit No. Description 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: October 22, 2025 INVO FERTILITY, INC. /s/ Steven Shum Steven Shum Chief Executive Officer
Unregistered Sales of Equity Securities. On October 6, 2025, an institutional investor and existing holder (the “ Holder ”) of Series C-2 Convertible Preferred Stock (the “ C-2 Preferred ”) of INVO Fertility, Inc. (the “ Company ”) exercised its Additional Investment Right (as defined in that certain Securities Purchase Agreement (as amended, the “ Securities Purchase Agreement ”), dated as of January 3, 2024, between the Holder and NAYA Therapeutics Inc. (formerly known as NAYA Biosciences,…
of the Current Report on Form 8-K filed on July 1, 2025 is incorporated herein by reference. Exhibit No. Description 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: October 10, 2025 INVO FERTILITY, INC. /s/ Steven Shum Steven Shum Chief Executive Officer
Unregistered Sale of Equity Securities. On September 30, 2025, an institutional investor and existing holder (the “ Holder ”) of Series C-2 Convertible Preferred Stock (the “ C-2 Preferred ”) of the Company exercised its Additional Investment Right (as defined in that certain Securities Purchase Agreement (as amended, the “ Securities Purchase Agreement ”), dated as of January 3, 2024, between the Holder and NAYA Therapeutics Inc. (formerly known as NAYA Biosciences, Inc.), to which the Compa…
Entry Into Material Definitive Agreement. Pritts Settlement On September 30, 2025, INVO Fertility, Inc. (the “ Company ”) finalized its settlement agreement with Dr. Elizabeth Pritts (“ Dr. Pritts ”), consistent with terms of the binding term sheet previously disclosed and filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on May 20, 2025 and incorporated herein by reference. On May 7, 2025, Dr. Pritts and the Elizabeth Pritts Revocable Living Trust (the “ Pritts Trust ”) filed…
Entry Into Material Definitive Agreement. Amendment and Exchange Agreement Effective as of September 29, 2025, the Company and Five Narrow Lane LP, a Delaware limited partnership (“ FNL ”) entered into an agreement (the “ Exchange Agreement ”) pursuant to which FNL agreed to exchange a Second Amended and Restated Senior Secured Convertible Debenture Due February 11, 2026 (the “ Second Amended and Restated Debenture ”) held by FNL for receipt of shares of Series C-2 Convertible Preferred Stock…
Unregistered Sale of Equity Securities. The information set forth in
Entry Into Material Definitive Agreement. Decathlon Amendment On September 29, 2023, the Company, its CEO, Steven Shum as a Key Person (as defined in the Loan Agreement – defined below), and the Company’s wholly-owned subsidiaries Bio X Cell, Inc, INVO Centers LLC, Wood Violet, Fertility Labs of Wisconsin LLC and Orange Blossom Fertility LLC as guarantors (the “Guarantors”), entered into a Revenue Loan and Security Agreement (the “Loan Agreement”) with Decathlon Alpha V LP (the “Lender”) unde…
of the Current Report on Form 8-K filed on July 1, 2025 is incorporated herein by reference. Exhibit No. Description 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: September 12, 2025 INVO FERTILITY, INC. /s/ Steven Shum Steven Shum Chief Executive Officer
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