Form 8-K

8-K — INVO Fertility, Inc.

Accession: 0001493152-26-029517

Filed: 2026-06-22

Period: 2026-06-22

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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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) June 22, 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 22, 2026, INVO Fertility, Inc. (the “Company”), issued a press release announcing financial results for the quarter

ended March 31, 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 June 22, 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 22, 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 First Quarter 2026 Results

Reflecting Strong Revenue Growth, Expanded Fertility

Clinic Platform, and Improved Capital

Structure

23%

revenue growth, elimination of all Series C-2 Preferred Stock and warrant liabilities, and a

strengthened balance sheet

Growth

reflects both organic clinic initiatives and acquisition contribution from Family

Beginnings, reinforcing INVO’s two primary growth

avenues

SARASOTA,

Fla., June 22, 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 first quarter ended March 31, 2026.

2026 Financial Highlights (all metrics compared to Q1 2025 unless otherwise noted)

● Revenue

was $2,015,225, an increase of 23% compared to $1,637,185.

● Consolidated

clinic revenue increased 22% to $1,982,233, compared to $1,621,553.

● Net

loss from continuing operations was $(5.5) million compared to $(1.5) million. The 2026 period

included a $3.8 million non-cash loss on changes in fair value related to liability-classified

warrants that were reclassified to equity during the quarter.

● Net

loss was $(5.5) million compared to $(17.4) million. The prior-year period included a $15.9

million loss from discontinued operations related to NAYA Therapeutics.

● Adjusted

EBITDA (see table included) was $(1.26) million compared to $(0.6) million, reflecting recent

investments made in advance to support additional clinic expansion and overall future growth.

Capital

Structure and Balance Sheet Highlights

● Key

balance sheet improvements: As of March 31, 2026, all Series C-2 Preferred Stock had

been converted or retired, and warrant liabilities were eliminated. The Company ended the

quarter with $0 of Series C-2 Preferred Stock and $0 of warrant liabilities, compared to

$2.4 million and $1.9 million, respectively, at December 31, 2025.

● Substantially

strengthened equity base: Stockholders’ equity increased 108% to $15.0 million,

or $9.16 per share, at March 31, 2026, compared to $7.2 million at December 31, 2025.

● Improved

liquidity: Cash increased to $4.9 million at March 31, 2026, compared to $2.1 million

at December 31, 2025 and $0.8 million at March 31, 2025.

● Reduced

liabilities: Total liabilities decreased 26% to $9.6 million at March 31, 2026, compared

to $13.0 million at December 31, 2025, while current liabilities decreased 39% to $6.4 million.

● Financing

support for growth strategy: During Q1 2026, the Company received net proceeds of approximately

$7.1 million from warrant exercises, a portion of which was used to satisfy approximately

$2.0 million of deferred acquisition consideration related to the Wisconsin Fertility Institute

acquisition and reduce debt.

● Share

count clarity: As of June 22, 2026, the Company had 1,786,035 shares of common stock

outstanding. Assuming the full exercise of all outstanding cash-exercisable warrants and

options, and the conversion of all convertible debt, the Company’s fully diluted common

shares outstanding would be approximately 4.85 million shares.

Recent

Highlights

● Revenue

Growth Across the Clinic Platform: Q1 2026 revenue growth was driven by both organic

clinic growth initiatives and the partial-quarter contribution from the acquisition of Family

Beginnings P.C., underscoring INVO Fertility’s two core growth pillars: expanding revenue

within existing clinics and acquiring established fertility practices.

● Indiana

Expansion: The Company completed the acquisition of Family Beginnings in February 2026,

adding a fourth operational fertility clinic in the United States and expanding INVO Fertility’s

Midwest presence. Family Beginnings offers a comprehensive range of fertility services, including

IVF and IVC, and was an early adopter of the Company’s INVOcell solution.

● Operational

Investments to Support Growth: During Q1 2026, the Company added personnel across operations,

human resources, and finance intended to support further expansion of its fertility operations

in 2026 through both organic growth and acquisitions. These investments had an impact on

Q1 2026 Adjusted EBITDA, but are expected to support and drive future growth, operational

improvements and greater scalability, which management believes can contribute to Adjusted

EBITDA improvements throughout the year.

● Focused

Fertility Strategy: Following the 2025 divestiture of a majority interest in NAYA Therapeutics,

the first quarter of 2026 reflects a cleaner reporting period without losses from discontinued

operations, providing investors with a clearer view of the Company’s fertility-focused

operating platform.

● Expanded

Operating Platform: With four fertility clinics in the United States and ongoing INVOcell

commercialization through third-party clinics, INVO Fertility remains focused on building

scale in fertility services while continuing to pursue innovative technologies that can benefit

patients and enhance clinic operations.

Strategic

Outlook

The

first quarter of 2026 represented an important inflection point for INVO Fertility. The Company believes investors can now see the impact

of a more focused operating strategy, a simplified capital structure, and a balance sheet that has been strengthened compared to year-end

2025.

INVO

Fertility’s strategy is centered on two complementary growth pillars: driving organic growth across existing clinics through improved

execution, payer access, added services, and patient-centered innovation, and pursuing disciplined acquisitions of established fertility

clinics that can add scale, expand the Company’s geographic footprint, and enhance long-term earnings power.

The

Company believes fertility care remains supported by favorable long-term demand trends, including a large underserved patient population,

growing awareness of fertility treatment options, expanding employer-benefit coverage, and continued demand for more accessible assisted

reproductive technology care. With a growing clinic network, strengthened balance sheet, and focused fertility strategy, INVO Fertility

believes it is better positioned to execute against its long-term growth plan.

Management

Commentary

“The

first quarter reflected an important period for INVO Fertility,” said Steve Shum, Chief Executive Officer of INVO Fertility. “We

believe investors can now see a much cleaner operating company: the Series C-2 Preferred Stock has been eliminated, warrant liabilities

have been removed, cash has increased, and stockholders’ equity has more than doubled from year-end. Just as importantly, we delivered

revenue growth through both of our core growth pillars - organic growth within our existing clinics and acquisition growth through Family

Beginnings. We believe this combination creates a more stable foundation and a springboard for the next phase of our strategy.”

“Looking

ahead, our priorities are straightforward: integrate and grow the current clinic base, continue implementing organic growth initiatives,

and pursue disciplined acquisitions of established fertility clinics that can add scale and enhance long-term earnings power. We continue

to believe INVO Fertility is becoming a stronger platform company in an attractive and underserved fertility market,” Shum concluded.

First

Quarter Financial Discussion

Revenue

for the first quarter of 2026 was approximately $2.0 million, compared to approximately $1.6 million for the first quarter of 2025. The

increase was primarily attributable to increased revenue from growth initiatives at the Georgia clinic, as well as the addition of Family

Beginnings following the February 2026 acquisition.

Cost

of services was approximately $1.3 million for the first quarter of 2026, compared to approximately $1.0 million for the first quarter

of 2025, generally correlating with the increase in clinic revenue. Selling, general and administrative expenses were approximately $2.2

million, compared to approximately $1.6 million for the first quarter of 2025, reflecting higher professional fees, personnel costs and

general administrative operating expenses as the Company invests in the infrastructure required to build and support its clinic platform.

The

Company reported a net loss from continuing operations of approximately $5.5 million for the first quarter of 2026, compared to approximately

$1.5 million for the first quarter of 2025. The 2026 net loss included approximately $3.8 million of non-cash expense related to the

remeasurement of liability-classified warrants immediately prior to their reclassification to equity during the quarter. The Company

reported no loss from discontinued operations during the first quarter of 2026, compared to a $15.9 million loss from discontinued operations

in the first quarter of 2025 related to NAYA Therapeutics.

Net

cash used in operating activities improved to approximately $1.9 million in the first quarter of 2026, compared to approximately $3.5

million in the prior-year period. The Company ended the first quarter of 2026 with approximately $4.9 million in cash.

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 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 U.S.-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,

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 March 31,

2026

2025

Revenue:

Clinic revenue

$ 1,982,233

$ 1,621,553

Product revenue

32,992

15,632

Total revenue

2,015,225

1,637,185

Operating expenses:

Cost of services

1,282,247

1,040,945

Cost of goods sold

5,152

3,984

Selling, general, and administrative

2,176,099

1,557,322

Depreciation and amortization

142,698

234,462

Total operating expenses

3,606,196

2,836,713

Loss from operations

(1,590,971 )

(1,199,528 )

Other income (expense):

Gain from equity method investment

22,168

15,096

Loss on changes in fair value of warrant liability

(3,790,225 )

Interest expense

(180,323 )

(307,839 )

Total other income (expense)

(3,948,380 )

(292,743 )

Net loss from continuing operations

(5,539,351 )

(1,492,271 )

Loss from discontinued operations

(15,911,315 )

Net loss

$ (5,539,351 )

$ (17,403,586 )

Net loss from continuing operations per common share:

Basic

$ (3.38 )

$ (297.87 )

Diluted

$ (3.38 )

$ (297.87 )

Net loss from discontinued operations per common share:

Basic

$ -

$ (3,176.06 )

Diluted

$ -

$ (3,176.06 )

Net loss per common share:

Basic

$ (3.38 )

$ (3,473.93 )

Diluted

$ (3.38 )

$ (3,473.93 )

Weighted average number of common shares outstanding:

Basic

1,637,859

5,010

Diluted

1,637,859

5,010

Adjusted EBITDA

For the Three Months Ended

March 31,

2026

2025

Net loss from continuing operations

$ (5,539,351 )

$ (1,492,271 )

Interest expense

180,323

224,215

Amortization of debt discount

87,055

Depreciation and amortization

142,698

234,462

Stock-based compensation

70,921

70,655

Stock option expense

94,311

45,000

Loss on changes in fair value of warrant liability

3,790,225

NAYA Therapeutics divestiture related costs

224,333

Adjusted EBITDA

$ (1,260,873 )

$ (606,551 )

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