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.
INVO Fertility, Inc. has scheduled a virtual 2026 Annual Meeting of Stockholders for July 23, 2026 with a record date of June 18, 2026. The meeting asks stockholders to vote on eight proposals including the election of five directors; ratification of WithumSmith+Brown, PC as auditor; an amendment to increase authorized common shares from 50,000,000 to 250,000,000; approval to issue up to 1,893,492 shares upon exercise of Inducement Warrants; an increase of the 2019 Stock Incentive Plan to 1,000,000 shares (approximately 20% on a fully-diluted basis); and approval to permit future financings that could issue 20% or more of outstanding shares at specified pricing thresholds. The filing states 1,786,035 shares were issued and outstanding as of June 18, 2026 and lists outstanding convertible instruments and reserved plan shares relevant to the proposals.
INVO Fertility, Inc. filed Amendment No. 1 to its annual report for the year ended December 31, 2025 to add Part III information that was not included because a proxy statement was not filed within 120 days. The amendment provides updated details on directors, executive compensation, equity plans, related-party transactions, and auditor fees.
The company describes a Clawback Policy adopted in 2023 and explains that accounting errors in its 2025 interim financial statements led to restatements, but did not affect revenue or loss from operations and did not trigger recovery of incentive pay. It also highlights outstanding options under the 2019 Stock Incentive Plan and notes that no stockholder owns more than 5% of its common shares.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.