Form 8-K

8-K — INVO Fertility, Inc.

Accession: 0001493152-26-014227

Filed: 2026-03-31

Period: 2026-03-25

CIK: 0001417926

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-99.1 (ex99-1.htm)

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2026-03-25

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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

☐

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.

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

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).

-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:

March 31, 2026

INVO

FERTILITY, INC.

By:

/s/

Steven Shum

Steven

Shum

Chief

Executive Officer

-3-

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit 3.1

EX-99.1

Filename: ex99-1.htm · Sequence: 3

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”.

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

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.

-1-

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

-2-

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