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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): March 25, 2026
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) |
|
(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
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:
| Common
Stock, $0.0001 par value |
|
IVF |
|
The
Nasdaq Stock Market LLC |
| (Title
of Each Class) |
|
(Trading
Symbol) |
|
(Name
of Each Exchange on Which Registered) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR §230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR §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 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On
March 25, 2026, INVO Fertility, Inc. (the “Company”) filed a Certificate of Change (the “Certificate of Change”)
with the Secretary of State of the State of Nevada to effectuate a 1-for-5 reverse stock split (the “Reverse Stock Split”)
of the Company’s issued and outstanding and authorized shares of common stock, par value $0.0001 per share (“Common Stock”).
The Reverse Stock Split became effective at 12:01 a.m., Eastern Time, on Friday, March 27, 2026, and the Company’s Common Stock
began trading on a split-adjusted basis when The Nasdaq Stock Market (“Nasdaq”) opened on March 27, 2026.
When
the Reverse Stock Split became effective, every 5 shares of Common Stock issued and outstanding were automatically reclassified and combined
into one share of Common Stock, without any change in the par value per share, and a proportionate adjustment was made to the Company’s
authorized shares of Common Stock such that the Company now has 50,000,000 shares of authorized Common Stock. In addition, a proportionate
adjustment has been made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock
options and warrants to purchase shares of Common Stock and the number of shares reserved for issuance pursuant to the Company’s
equity incentive compensation plans. No fractional shares of Common Stock were issued in connection with the Reverse Stock Split. Stockholders
who otherwise would have been entitled to receive fractional shares of Common Stock had their holdings rounded up to the next whole share.
Stockholders holding shares in street name through a broker or nominee who would have otherwise been entitled to receive a fractional
share received a cash payment for such fractional interest, the amount of which was determined and administered by the applicable broker
or nominee in accordance with their standard procedures.
The
Company’s Common Stock will continue to trade on The Nasdaq Capital Market under the existing symbol “IVF”, but the
security has been assigned a new CUSIP number (44984F880).
The
foregoing description of the Certificate of Change does not purport to be complete and is qualified in its entirety by reference to the
full text of the Certificate of Change which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item
8.01 Other Events
On
March 25, 2026 the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit |
|
Description |
| |
|
|
| 3.1 |
|
Certificate of Change |
| 99.1 |
|
Press Release dated March 25, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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:
March 31, 2026
| |
INVO
FERTILITY, INC. |
| |
|
|
| |
By: |
/s/
Steven Shum |
| |
|
Steven
Shum |
| |
|
Chief
Executive Officer |
Exhibit
99.1
INVO
Fertility Announces a 1:5 Reverse Stock Split Effective Pre-Market Opening on March 27, 2026
SARASOTA,
Fla., March 25, 2026 (GLOBE NEWSWIRE) – INVO Fertility, Inc. (“INVO”) (NASDAQ: IVF), a healthcare company focused
on the fertility market, announced today that it will effect a 1-for-5 reverse split of its issued and outstanding and of its authorized
common stock effective as of 12:01 a.m. Eastern Time on March 27, 2026. Commencing with the opening of trading on The Nasdaq Capital
Market on March 27, 2026, the Company’s common stock will trade on a post-split basis under the same trading symbol, “IVF”.
As
a result of the reverse stock split, the CUSIP number for the Company’s common stock will be 44984F880. As a result of the reverse
stock split, every 5 shares of issued and outstanding common stock will be exchanged for 1 share of common stock. Registered holders
of record who would otherwise hold a fractional share will be rounded up to the next whole share. Beneficial holders holding shares in
street name through a broker or nominee who would otherwise be entitled to receive a fractional share will receive a cash payment for
such fractional interest, the amount of which will be determined and administered by the applicable broker or nominee in accordance with
their standard procedures. Immediately after the reverse stock split becomes effective, the company will have approximately 1,615,419
shares of common stock issued and outstanding. In addition, a proportionate adjustment will be made to the company’s authorized
shares of common stock such that the Company shall have 50,000,000 shares of authorized common stock after the effective time of the
reverse stock split.
About
INVO Fertility
We
are a healthcare services fertility company dedicated to expanding assisted reproductive technology (“ART”) care to patients
in need. Our principal commercial strategy is focused on building, acquiring and operating fertility clinics, including “INVO Centers”
dedicated primarily to offering the intravaginal culture (“IVC”) procedure enabled by our INVOcell® medical device (“INVOcell”)
and US-based, profitable in vitro fertilization (“IVF”) clinics. We have four fertility clinics in the United States. We
also continue to engage in the sale and distribution of our INVOcell technology solution into third-party owned and operated fertility
clinics. The INVOcell is a proprietary and revolutionary medical device, and the first to allow fertilization and early embryo development
to take place in vivo within the woman’s body. The IVC procedure provides patients with a more natural, intimate, and affordable
experience in comparison to other ART treatments. We believe the IVC procedure can deliver comparable results at a fraction of the cost
of traditional IVF and is a significantly more effective treatment than intrauterine insemination (“IUI”). For more information,
please visit www.invofertility.com.
Safe
Harbor Statement
This
release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. The Company invokes the protections of the Private Securities Litigation Reform
Act of 1995. All statements regarding our expected future financial position, results of operations, cash flows, financing plans, business
strategies, products and services, competitive positions, growth opportunities, plans and objectives of management for future operations,
as well as statements that include words such as “anticipate,” “if,” “believe,” “plan,”
“estimate,” “expect,” “intend,” “may,” “could,” “should,” “will,”
and other similar expressions are forward-looking statements. All forward-looking statements involve risks, uncertainties, and contingencies,
many of which are beyond our control, which may cause actual results, performance, or achievements to differ materially from anticipated
results, performance, or achievements. Factors that may cause actual results to differ materially from those in the forward-looking statements
include those set forth in our filings at www.sec.gov. We are under no obligation to (and expressly disclaim any such obligation to)
update or alter our forward-looking statements, whether as a result of new information, future events, or otherwise.
For
more information, please contact:
INVO
Fertility, Inc.
Steve
Shum, CEO
978-878-9505
sshum@invofertility.com
Investor
Contact
Lytham
Partners, LLC
Robert
Blum
602-889-9700
INVO@lythampartners.com
