Form 8-K

8-K — INVO Fertility, Inc.

Accession: 0001493152-26-019593

Filed: 2026-04-29

Period: 2026-04-23

CIK: 0001417926

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

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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): April 23, 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 ☐

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

3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

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) (the “Rule”).

The

Letter has no immediate effect on the listing of the Company’s common stock and the Company’s common stock continues to trade

on The Nasdaq Capital Market under the symbol “IVF.”

The

Letter also stated that, in accordance with Nasdaq rules, the Company has 60 calendar days from the date of the Letter to submit a plan

to regain compliance with the Rule. Should the Staff accept such plan, it could grant an exception of up to 180 calendar days from the

Filing’s due date, or until October 13, 2026, to regain compliance.

The

Company expects to be in a position to submit the Filing as soon as practicable.

Item

7.01 Regulation FD Disclosure.

April 29, 2026, the Company issued a press release in accordance with Nasdaq Listing Rule 5810(b) announcing that the Company had received

the Letter. 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

99.1

Press Release dated April 29, 2026

104

Cover

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

-2-

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:

April 29, 2026

INVO

FERTILITY, INC.

By:

/s/

Steven Shum

Steven

Shum

Chief

Executive Officer

-3-

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

INVO

Fertility Receives Nasdaq Notification Regarding Late Filing of Annual Report on Form 10-K

SARASOTA,

Fla., April 29, 2026 — INVO Fertility, Inc. (Nasdaq: IVF) (“INVO” or the “Company”), a healthcare

services fertility company focused on expanding access to advanced reproductive treatment through the establishment, acquisition and

operation of fertility clinics and related businesses and technologies, today announced that on April 23, 2026, it received a written

notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying

the Company that it is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires listed companies

to timely file all required periodic financial reports with the Securities and Exchange Commission (“SEC”). Specifically,

the Company has not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”),

which was due no later than April 15, 2026.

The

Notice has no immediate effect on the listing of the Company’s common stock on Nasdaq, and the Company’s common stock will

continue to trade on Nasdaq under the symbol “IVF” at this time.

The

Company is working diligently to complete and file the Annual Report as soon as practicable. The delay in filing is due to additional

time required to review certain complex accounting matters, including the tax provision accounting, certain warrant accounting, and variable interest entity accounting . The Company intends to file the Annual Report as promptly as possible.

Pursuant

to Nasdaq Listing Rule 5810(c)(2)(F), the Company has 60 calendar days from the date of the Notice to submit a plan to Nasdaq to regain

compliance with the Rule. If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company up to 180 calendar days from the due

date of the Annual Report to regain compliance. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity

to appeal that decision before a Nasdaq Hearings Panel.

This

press release is being issued pursuant to Nasdaq Listing Rule 5810(b), which requires prompt public disclosure of receipt of a deficiency

notice.

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

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