Form 8-K

8-K — INVO Fertility, Inc.

Accession: 0001493152-26-038648

Filed: 2026-08-17

Period: 2026-08-17

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) August 17, 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.

August 17, 2026, INVO Fertility, Inc. (the “Company”), issued a press release announcing financial results for the quarter

ended June 30, 2026. 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 August 17, 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:

August 17, 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 Reports Second Quarter 2026 Results Highlighting Revenue Growth and Clinic Platform Profitability

2026 revenue increased 17% as INVO advances organic growth and a disciplined acquisition strategy focused on established, profitable

fertility practices

Clinic

platform was profitable on an Adjusted EBITDA basis before corporate operating and public company expenses

SARASOTA,

Fla., August 17, 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 financial results for the second quarter ended June 30, 2026.

2026 Financial Highlights (all metrics compared to Q2 2025 unless otherwise noted)

● Revenue

was $2,175,485, an increase of 17% compared to $1,863,654.

● Consolidated

clinic revenue increased 18% to $2,167,785, compared to $1,832,094.

● Clinic-Level

Adjusted EBITDA (before corporate operating and public company expenses) (see table included)

was approximately $333,000 in Q2 2026 compared to approximately $164,000 in Q1 2026, and

approximately $951,000 for the year ended December 31, 2025.

● Net

income of $0.9 million, compared to net loss of $(3.6) million. The current year period included

approximately $2.5 million gain on remeasurement related to the Birmingham acquisition. The

prior-year period included approximately $2.1 million of losses from discontinued operations

related to NAYA Therapeutics.

● Adjusted

EBITDA (see table included) was $(1.0) million compared to $(0.6) million.

● Cash

was $3.7 million at June 30, 2026.

● As

of August 14, 2026, the Company had 2,506,969 shares of common stock outstanding.

Recent

Highlights

● Growth

through both core pillars: Q2 2026 benefited from a full-quarter contribution from Indiana-based

Family Beginnings, while first-half revenue also reflected organic growth initiatives at

Wisconsin Fertility Institute and the Georgia clinic. The results continue to reinforce INVO

Fertility’s two primary growth avenues, organic growth within the existing clinic base

and disciplined acquisitions of established fertility practices.

● Birmingham

clinic now wholly owned: In June 2026, INVO acquired the remaining ownership interests

associated with its Birmingham, Alabama fertility clinic, converting the operation from a

joint venture into a wholly owned subsidiary and providing the Company with operational control

and 100% participation in future economics.

● Platform

investments to support expansion: The Company continues to build capabilities across

operations, human resources and finance to support a larger clinic network, improve execution

and integrate future acquisitions. These investments are designed to drive greater scalability

and improved consolidated Adjusted EBITDA as the platform grows.

● Clinical

research and innovation: Gretchen Collins, M.D., of INVO’s Wisconsin Fertility

Institute, presented five poster abstracts at the 2026 Midwest Reproductive Symposium International

evaluating ovarian and subendometrial platelet-rich plasma in patients facing difficult IVF

and endometrial-development challenges. The presentations highlight the physician expertise

and patient-centered innovation within INVO’s clinic platform.

● Robust

acquisition opportunity set: The Company continues to evaluate a robust pipeline of U.S.-based,

established, and profitable fertility clinics that may benefit from becoming part of a larger

fertility services platform with shared operational, financial, and administrative resources.

Clinic-Level

Adjusted EBITDA

INVO

Fertility believes the clinic-level view provides investors with an important perspective on the earnings capacity and underlying value

of its fertility services platform.

Management

is focused on growing this contribution through higher patient volumes, expanded services and improved operating execution, while also

adding (via its acquisition efforts) established, profitable clinics that can increase scale and allow corporate operating expenses to

be supported across a larger revenue and earnings base.

Clinic-Level

Adjusted EBITDA

(Unaudited,

$ in thousands; before corporate operating expenses)

2025

2026

$ 951

$ 164

$ 333

Clinic-Level

Adjusted EBITDA is a non-GAAP measure. See Use of Non-GAAP Measures. See full table reconciliation.

Management

Commentary

“The

second quarter continued the progress we demonstrated in the first quarter and provided further validation of our strategy,” said

Steve Shum, Chief Executive Officer of INVO Fertility. “Revenue increased 17% supported by the first full-quarter contribution

from Family Beginnings and continued growth initiatives across our clinic network. Just as importantly, the clinic platform remained

profitable on an Adjusted EBITDA basis before corporate operating and public company expenses, generating approximately $333,000 during

the second quarter and $0.95 million during fiscal 2025. We believe these results demonstrate both the underlying earnings power of the

clinics we have assembled and the value of building a larger platform around them.”

“We

also continued to execute on the next phase of our plan. In addition to realizing a full quarter of contribution from Family Beginnings,

we brought the Birmingham clinic fully into the INVO organization and expanded the shared services and resources we provide across operations,

finance, billing, human resources, and administration. Our objective is to pair strong local clinical teams with the support, capabilities,

and best practices needed to grow patient volumes, broaden services, improve execution and make each clinic more successful as part of

the INVO family.”

“Looking

ahead, we intend to drive organic growth across our existing clinic network, leverage our corporate infrastructure across a larger revenue

base, and pursue disciplined acquisitions of established, profitable fertility practices. With a growing operating platform, demonstrated

clinic-level Adjusted EBITDA generation, an improved financial position, and a robust pipeline of opportunities, we believe INVO is increasingly

well positioned to build a scaled fertility services company and create meaningful long-term value,” Shum concluded.

Second

Quarter Financial Discussion

Revenue

for the second quarter of 2026 was approximately $2.2 million, compared to approximately $1.9 million for the second quarter of 2025.

The increase of approximately $0.3 million, or 17%, was primarily attributable to the addition of Family Beginnings following the February

2026 acquisition. Clinic revenue increased 18% to approximately $2.2 million, compared to approximately $1.8 million for the second quarter

of 2025.

Cost

of services was approximately $1.4 million for the second quarter of 2026, compared to approximately $1.1 million for the second quarter

of 2025. The increase was primarily attributable to the addition of Family Beginnings and one-time staffing costs at the Georgia clinic.

Selling, general and administrative expenses decreased to approximately $1.9 million, compared to approximately $2.2 million for the

second quarter of 2025, primarily reflecting lower professional services expenses.

The

Company reported a loss from operations of approximately $(1.3) million for the second quarter of 2026, compared to a loss from operations

of approximately $(3.0) million for the second quarter of 2025. Net income was approximately $0.9 million, compared to a net loss of

approximately $(3.6) million for the second quarter of 2025. The Company recognized an approximate gain of $2.5 million on remeasurement

related to the Birmingham acquisition in the second quarter of 2026. The Company reported no loss from discontinued operations during

the second quarter of 2026, compared to approximately $(2.1) million of losses from discontinued operations during the second quarter

of 2025 related to NAYA Therapeutics.

The

Company ended the second quarter of 2026 with approximately $3.7 million in cash, compared to approximately $2.1 million at December

31, 2025.

Webcast

INVO

Fertility will host a webcast to discuss its Q2 2026 financial results and provide a business update on Monday, August 17, 2026, at 11:00

a.m. Eastern time.

Date

and Time: Monday, August 17, 2026, at 11:00 a.m. Eastern time.

Live

Webcast: https://app.webinar.net/yDAl3O9e8k4

Replay:

A webcast replay will be available at https://app.webinar.net/yDAl3O9e8k4.

Use

of Non-GAAP Measure

Included

in this press release are references to Adjusted EBITDA and Clinic-Level Adjusted EBITDA, which are non-GAAP financial measures. These

measures are not intended to be substitutes for financial measures reported in accordance with U.S. generally accepted accounting principles.

Management believes that, when considered together with the GAAP figures, these measures provide meaningful information regarding operating

performance, the earnings contribution of the Company’s clinic platform and trends in the business.

Clinic-Level

Adjusted EBITDA represents Adjusted EBITDA generated by the Company’s fertility clinic operations before corporate operating expenses,

as calculated by management. This measure is intended to provide visibility into the performance and earnings capacity of the operating

clinic platform separately from the costs associated with managing a public company and building a larger acquisition platform. Adjusted

EBITDA and Clinic-Level Adjusted EBITDA may be calculated differently by INVO Fertility than by other companies that disclose measures

with the same or similar terms.

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 and related

businesses and technologies. Our acquisition strategy focuses on US-based, profitable fertility clinics. Our clinics offer a variety

of fertility services including in vitro fertilization (“IVF”) and the intravaginal culture (“IVC”) procedure

enabled by INVOcell. 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. 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,

including statements regarding organic growth initiatives, acquisition opportunities, integration of acquired clinics, balance sheet

improvements, liquidity, the growth of our clinic platform and our ability to achieve cash flow break even or profitability, 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 Three Months Ended

June

30,

For

the Six Months Ended

June

30,

2026

2025

2026

2025

Revenue:

Clinic revenue

$ 2,167,785

$ 1,832,094

$ 4,150,018

$ 3,453,647

Product

revenue

7,700

31,560

40,692

47,192

Total revenue

2,175,485

1,863,654

4,190,710

3,500,839

Operating expenses:

Cost of services

1,352,665

1,090,540

2,634,912

2,131,485

Cost of goods sold

60,147

3,063

65,299

7,047

Selling, general, and administrative

1,906,750

2,193,049

4,082,849

3,750,371

Impairment loss

1,397,353

Depreciation

and amortization

145,573

169,737

288,271

404,199

Total operating expenses

3,465,135

4,853,742

7,071,331

7,690,455

Loss from operations

(1,289,650 )

(2,990,088 )

(2,880,621 )

(4,189,616 )

Other income (expense):

Gain (loss) from equity

method investment

(7,154 )

(19,911 )

15,014

(4,815 )

Gain on remeasurement

2,452,032

Gain (loss) on change in

fair value of warrant liability

1,660,160

(3,790,225 )

1,660,160

Loss on debt extinguishment

(172,621 )

(692,270 )

(172,621 )

(692,270 )

Gain on settlement

939,500

Interest income

139,514

Interest

expense

(177,227 )

(440,596 )

(357,550 )

(748,435 )

Total other income (expense)

2,234,544

1,446,883

(1,713,836 )

1,154,140

Net income (loss) from continuing operations

before income taxes

944,894

(1,543,205 )

(4,594,457 )

(3,035,476 )

Provision for income taxes

56,154

Net income (loss) from continuing operations

888,740

(1,543,205 )

(4,650,611 )

(3,035,476 )

Loss on disposition

(1,534,517 )

Loss from discontinued

operations

(541,247 )

(16,452,562 )

Net income (loss)

$ 888,740

$ (3,618,969 )

$ (4,650,611 )

$ (21,022,555 )

Net income (loss) from continuing operations

per common share:

Basic

$ 0.42

$ (155.31 )

$ (2.48 )

$ (405.93 )

Diluted

$ 0.35

$ (155.31 )

$ (2.48 )

$ (405.93 )

Net loss from discontinued operations per common

Basic

$ -

$ (208.91 )

$ -

$ (2,405.38 )

Diluted

$ -

$ (208.91 )

$ -

$ (2,405.38 )

Net income (loss) per common share:

Basic

$ 0.42

$ (364.23 )

$ (2.48 )

$ (2,811.31 )

Diluted

$ 0.35

$ (364.23 )

$ (2.48 )

$ (2,811.31 )

Weighted average number of common shares outstanding:

Basic

2,105,595

9,936

1,873,019

7,478

Diluted

2,592,025

9,936

1,873,019

7,478

Adjusted

EBITDA

For the Three Months Ended

June

30,

2026

2025

Net income (loss) from continuing

operations

$ 888,740

$ (1,543,205 )

Interest expense

177,227

440,596

Interest income

(139,514 )

Tax expense

56,154

Depreciation and amortization

145,573

169,737

Stock-based compensation

118,571

680,680

Non cash compensation for

services

45,000

Gain on remeasurement

(2,452,032 )

Gain on change in fair

value of warrant liability

(1,660,160 )

Loss from debt extinguishment

172,621

692,270

Gain on settlement of liability

(939,500 )

Impairment of intangible

assets

1,397,353

NAYA

divesture related costs

130,000

Adjusted

EBITDA

$ (1,032,660 )

$ (587,229 )

Clinic-Level

Adjusted EBITDA

Fertility

Clinic Services Segment

2025

2026

Revenue

$ 6,721,057

$ 1,982,233

$ 2,167,785

Operating expenses

7,753,371

1,853,109

1,867,454

Segment profit

(1,032,314 )

129,124

300,331

Depreciation and amortization

585,897

34,821

32,695

Impairment

loss

1,397,353

Fertility

Clinic Services Segment EBITDA

$ 950,936

$ 163,945

$ 333,026

2025

data derived from Note 15 - Segment Reporting in the Company’s 10-K

2026 data derived from Note 16 - Segment Reporting in the Company’s first quarter 10-Q

2026 data derived from Note 16 - Segment Reporting in the Company’s second quarter 10-Q

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Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Section 12

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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