Form 8-K

8-K — INVO Fertility, Inc.

Accession: 0001493152-26-026777

Filed: 2026-06-02

Period: 2026-06-02

CIK: 0001417926

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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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 2, 2026

INVO

FERTILITY, INC.

(Exact

name of registrant as specified in its charter)

Nevada

001-39701

20-4036208

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

5582

Broadcast Court

Sarasota,

FL 34240

(Address

of principal executive offices, including zip code)

(978)

878-9505

(Registrant’s

telephone number, including area code)

Not

Applicable

(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:

☐

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

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 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

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

2.02. Results of Operations and Financial Condition.

June 2, 2026, INVO Fertility, Inc. (the “Company”), issued a press release announcing financial results for the year

ended December 31, 2025. The text of the press release is furnished as Exhibit 99.1 to this current report.

The

information in this Item 2.02 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 Item 2.02 and Exhibit 99.1 hereto shall not be incorporated by reference into any Company filing, whether made before or after

the date hereof, regardless of any general incorporation language in such filing.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

99.1

Press

Release dated June 2, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document.)

-2-

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:

June 2, 2026

INVO

FERTILITY, INC.

/s/

Steven Shum

Steven

Shum

Chief

Executive Officer

-3-

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

INVO

Fertility Announces Fiscal Year 2025 Financial Results

SARASOTA,

Fla., June 2, 2026 — INVO Fertility, Inc. (Nasdaq: IVF) (“INVO Fertility” or the “Company”), a healthcare

fertility company focused on the establishment, acquisition, and operation of fertility clinics and related businesses and technologies,

today announced fiscal year 2025 financial results.

FY2025

Financial Highlights (all metrics compared to FY2024 unless otherwise noted)

● Revenue

was $6,841,250, an increase of 5% compared to $6,532,000.

● Consolidated

clinic revenue increased 4% to $6,721,057, compared to $6,450,431.

● Revenue

from all clinics was $8,021,929, including both consolidated and equity method clinics, an

increase of 4% compared to $7,731,177.

● Net

loss from continuing operations was $(5.3) million compared to $(7.7) million.

● Adjusted

EBITDA (see table included) was $(3.2) million compared to $(2.2) million.

Recent

Highlights

● Financing

and Balance Sheet Strengthening: The Company announced financing transactions in December

2025 ($4 million) and January 2026 ($7.5 million) representing approximately $11.5 million

of aggregate gross proceeds before expenses, providing additional flexibility to execute

the Company’s growth strategy and pay down certain liabilities. Further, as of March

31, 2026, all Series C-2 Preferred Stock had been converted or retired, warrant liabilities

have been eliminated, and cash balances are higher, resulting in a further strengthening

of the balance sheet and streamlined capitalization structure. After the first quarter 2026

financing and conversion of remaining Series C-2 Preferred Stock, the total common shares

outstanding as of June 2, 2026 is approximately 1.8 million shares.

● Indiana

Expansion: The Company successfully closed the acquisition of Indiana-based Family Beginnings

in February 2026, adding a fourth operational fertility clinic in the United States and expanding

the Company’s Midwest presence. Family Beginnings generated approximately $1.2 million

in revenue and approximately $0.2 million in net income for the trailing twelve-month period

ended September 30, 2025.

● Employer-benefit

Access Expansion: Wisconsin Fertility Institute joined the Progyny network, broadening

access to employer-sponsored patients and strengthening the Company’s payor mix.

● Innovation

and Intellectual Property: The Company continued investing in technology and platform

differentiation through issuance of a new patent for its modified INVOcell device, extending

protection through 2040.

● Advanced

Laboratory Innovation: The Company announced the availability of time-lapse incubation

technology at the Wisconsin Fertility Institute, adding an advanced embryo monitoring solution

intended to support informed clinical decision-making and enhance patient engagement, reinforcing

the Company’s commitment to quality, innovation, and patient-centered fertility care.

● Strengthened

Operations Team: INVO is strengthening its operations through the addition of key support

personnel with deep clinical operations experience to drive organizational growth, optimize

day-to-day clinic performance, and support consistent, patient-centered care across INVO

Fertility clinics.

● New

Organic Growth Initiatives: Starting in March 2026, the Company implemented a series

of organic growth initiatives at its Atlanta clinic which are having meaningful impact.

Strategic Outlook

Over

the past year, INVO Fertility has taken meaningful steps to simplify and strengthen its capital structure. Management believes the Company’s

balance sheet is the strongest it has been in more than three years, providing additional optionality to pursue acquisitions from a position

of strength, invest in organic growth initiatives, and navigate the market with greater confidence.

The

Company believes fertility care remains supported by favorable long-term demand trends, expanding employer-benefit coverage, increased

public awareness around access to care, and a more supportive environment for IVF. INVO’s strategic priorities are centered on

driving organic growth across its existing clinics, integrating and expanding Family Beginnings, pursuing disciplined acquisitions that

can enhance long-term earnings power, and continuing to expand the commercial and intellectual property value of the INVOcell platform.

Management

Commentary

“This

past year marked an important transition for INVO Fertility marked by meaningful progress across operations, acquisitions, and capital

structure, positioning the Company for growth through both organic initiatives and strategic clinic acquisitions moving forward,”

commented Steve Shum, CEO of INVO Fertility.

“We

believe the business has now moved beyond stabilization and into a higher-growth phase. The financing actions completed around year-end

and early 2026 improved our flexibility and clarity of capital structure, while the closing of the Family Beginnings acquisition expanded

our clinic network to four operational fertility clinics. At the same time, we continue to see attractive opportunities to drive organic

growth across our clinics through payer access expansion, added services, operational improvements, and patient-centered innovation.

Importantly, our growing track record as an owner-operator of fertility clinics has enhanced our credibility in the marketplace. As sellers

increasingly look for partners who understand both the clinical and operational aspects of fertility care, we believe INVO Fertility

stands out as a trusted and capable acquirer.”

“As

we look to the future, we are optimistic about what lies ahead. With a stronger operational foundation, a growing clinic network, a robust

acquisition pipeline, and the improved balance sheet, INVO Fertility is well positioned for the next chapter of its growth,” Shum

concluded.

Use

of Non-GAAP Measure

Included

in this press release is a reconciliation of Adjusted EBITDA. Adjusted EBITDA is a non-GAAP measure. This measure is not intended to

be a substitute for those financial measures reported in accordance with GAAP. Adjusted EBITDA has been included because management believes

that, when considered together with the GAAP figures, it provides meaningful information related to our operating performance and liquidity

and can enhance an overall understanding of financial results and trends. Adjusted EBITDA may be calculated by us differently than other

companies that disclose measures with the same or similar terms. See our attached financials for a reconciliation of this non-GAAP measure

to the nearest GAAP measure.

About

INVO Fertility

are a healthcare services fertility company dedicated to expanding access to 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 operational

fertility clinics in the United States. We also continue to engage in the sale and distribution of INVOcell to third-party owned and

operated fertility clinics. 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 connected, 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. For more information,

please visit 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

INVO

FERTILITY, INC.

CONSOLIDATED

STATEMENTS OF OPERATIONS

For

the Year Ended December 31,

2025

2024

Revenue:

Clinic revenue

$ 6,721,057

$ 6,450,431

Product

revenue

120,193

81,569

Total revenue

6,841,250

6,532,000

Operating expenses

Cost of services

4,282,167

3,645,565

Cost of goods sold

30,571

12,201

Selling, general and administrative

7,691,151

8,065,801

Research and development

4,880

Impairment of intangible

assets

1,397,353

Loss on disposal of fixed

assets

511,663

Depreciation

and amortization

677,364

919,603

Total operating expenses

14,078,606

13,159,713

Loss from operations

(7,237,356 )

(6,627,713 )

Other income (expense):

Gain (loss) from equity

method investment

31,294

9,045

Gain on changes in fair

value

5,172,006

Gain on lease termination

94,551

Loss from debt extinguishment

(2,135,854 )

(40,491 )

Loss on issuance of warrants

(943,862 )

Gain on settlement of liability

929,500

Interest

expense

(1,302,074 )

(1,035,143 )

Total other income (expense

)

1,751,010

(972,038 )

Net loss from continuing operations before

income taxes

(5,486,346 )

(7,599,751 )

Provision (benefit) for

income taxes

(150,371 )

140,202

Net loss from continuing

operations

(5,335,975 )

(7,739,953 )

Loss on disposition

(1,534,517 )

Loss from discontinued

operations

(16,452,562 )

(1,519,000 )

Net loss

(23,323,054 )

(9,258,953 )

Common stock warrants

deemed dividends

(1,807,170 )

(250,635 )

Net loss attributable

to common shareholders

$ (25,130,224 )

$ (9,509,588 )

Net loss from continuing operations per common

Basic

$ (45.57 )

$ (3,078.74 )

Diluted

$ (45.57 )

$ (3,078.74 )

Net loss from discontinued operations per common

Basic

$ (153.63 )

$ (604.21 )

Diluted

$ (153.63 )

$ (604.21 )

Net loss per common share:

Basic

$ (214.64 )

$ (3,782.65 )

Diluted

$ (214.64 )

$ (3,782.65 )

Weighted average number of common shares outstanding:

Basic

117,083

2,514

Diluted

117,083

2,514

Adjusted

EBITDA

For the Year Ended

December

31,

2025

2024

Net loss from continuing operations

$ (5,335,975 )

$ (7,739,953 )

Interest expense

119,095

412,860

Amortization of debt discount

1,182,979

622,283

Tax expense (benefit)

(150,371 )

140,202

Depreciation and amortization

677,364

919,603

Stock-based compensation

1,290,482

1,246,918

Stock option expense

178,729

342,728

Non cash compensation for

services

135,000

180,000

Reserve on other assets

receivable

498,592

Gain on changes in FV

(5,172,006 )

Loss on issuance of warrants

943,862

Loss on disposal of fixed

assets

511,663

Gain on lease termination

(94,551 )

Loss from debt extinguishment

2,135,854

40,491

Gain on settlement of liability

(929,500 )

Impairment of intangible

assets

1,397,353

Merger-related

costs

354,333

671,000

Adjusted

EBITDA

$ (3,172,801 )

$ (2,248,164 )

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