INVO Fertility, Inc.
For the period ended Sep 30, 2025. Filed Nov 17, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 17, 2025
IVF$2.14+5.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001641172-25-024212
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-17.
0001493152-25-023751
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 197 previous paragraphs and 167 current paragraphs.
128 unchanged; 27 reworded; 12 added; 38 removed; 4 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (12)
Current report
Increase in Authorized Common Stock
Current report
On August 21, 2025, INVO and FNL agreed to reduce the outstanding principal amount of the Second Amended and Restated Debenture by $1,300,000 in exchange for receipt of shares of our Series C-2 Preferred pursuant to an additional investment right previously granted to FNL with aggregated stated value of $1,300,000. In consideration thereof, we agreed to issue 325 shares of additional C-2 Preferred to FNL.
Current report
On September 29, 2025, INVO and FNL entered into an exchange agreement pursuant to which FNL agreed to exchange the Second Amended and Restated Debenture held by FNL for receipt of shares of Series C-2 Preferred with an aggregated stated value of $1,334,000. In consideration thereof, we agreed to issue 467 additional shares of Series C-2 Preferred to FNL.
Current report
Series C-2 Preferred Amendments
Current report
FNL Amendment and Exchange Agreements
Current report
On August 21, 2025, INVO and FNL entered into an agreement (the “Amendment and Exchange Agreement”) pursuant to which the parties agreed to exchange the Amended and Restated Debenture in exchange for a Second Amended and Restated Debenture to (i) decrease the outstanding principal amount of the Second Amended and Restated Debenture to $1,751,343.75, (ii) remove provisions related to Monthly Redemption Amounts, as defined in the Second Amended and Restated Debenture, and (iii) make other changes mutually agreed to between the parties.
Current report
In consideration of the foregoing amendments, INVO and FNL agreed to reduce the outstanding principal amount of the Second Amended and Restated Debenture by $1,300,000 in exchange for receipt of shares of our Series C-2 Preferred pursuant to an additional investment right previously granted to FNL with aggregated stated value of $1,300,000. In consideration thereof, we agreed to issue 325 shares of additional C-2 Preferred to FNL.
Current report
On September 29, 2025, INVO and FNL entered into an exchange agreement pursuant to which FNL agreed to exchange the Second Amended and Restated Debenture held by FNL for receipt of shares of Series C-2 Preferred with an aggregated stated value of $1,334,000. In consideration thereof, we agreed to issue 467 additional shares of Series C-2 Preferred to FNL. As a result, the Second Amended and Restated Debenture has been paid in full and fully extinguished.
Current report
We believe that our renewed focus on our core fertility operations best serves our growth objectives.
Current report
Revenue for the three months ended September 30, 2025, was approximately $1.7 million, compared to approximately $1.4 million for the three months ended September 30, 2024. The increase of approximately 23% was primarily related to year over year organic growth in both the Wisconsin Clinic and the Atlanta Clinic.
Current report
Comparison of the Nine Months Ended September 30, 2025, and 2024
Current report
Revenue for the nine months ended September 30, 2025, was approximately $5.2 million, compared to approximately $4.8 million for the nine months ended September 30, 2024. The increase of approximately 8% was primarily related to year over year organic growth in both the Wisconsin Clinic and the Atlanta Clinic.
Removed paragraphs (38)
Previous report
On July 17, 2025, FNL exercised its Additional Investment Right to acquire 200 shares of Series C-2 Preferred, with an aggregate stated value of $200,000, for $200,000 in cash. As a result of the exercise, the conversion price on the Series C-2 Preferred adjusted to $1.9953.
Previous report
On July 28, 2025, FNL exercised its right to an additional acquire 200 shares of Series C-2 Preferred, with an aggregate stated value of $200,000, for $200,000 in cash. As a result of the exercise, the conversion price on the Series C-2 Preferred adjusted to $1.8909 per share.
Previous report
On August 4, 2025, FNL exercised its right to an additional acquire 200 shares of Series C-2 Preferred, with an aggregate stated value of $200,000, for $200,000 in cash. As a result of the exercise, the conversion price on the Series C-2 Preferred adjusted to $1.5340 per share.
Previous report
On August 14, 2025, FNL exercised its right to an additional acquire 250 shares of Series C-2 Preferred, with an aggregate stated value of $250,000, for $250,000 in cash. As a result of the exercise, the conversion price on the Series C-2 Preferred adjusted to $1.4765 per share.
Previous report
Series C-2 Preferred Amendment
Previous report
FNL Amendment and Exchange Agreement
Previous report
During the first half of 2025, our fertility revenue grew modestly compared to last year despite undergoing some planned downtime in the period.
Previous report
Our revised corporate structure is intended to enable both businesses to focus on their respective opportunities and operations, with the existing management team and our board of directors continuing to lead the public company and its focus on the fertility marketplace. NAYA Therapeutics returned to being a privately held biotechnology company led by its team and a separate board.
Previous report
Revenue for the three months ended June 30, 2025, was approximately $1.9 million, compared to approximately $1.8 million for the three months ended June 30, 2024.
Previous report
Comparison of the Six Months Ended June 30, 2025, and 2024
Previous report
Revenue for the six months ended June 30, 2025, was approximately $3.5 million, compared to approximately $3.3 million for the six months ended June 30, 2024.
Previous report
Impairment Loss
Previous report
Gain on settlement
Previous report
Loss on Discontinued Operations
Previous report
Use of Estimates
Previous report
In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.
Previous report
Cash and Cash Equivalents
Previous report
For financial statement presentation purposes, the Company considers time deposits, certificates of deposit, and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. At times, cash and cash equivalents balances exceed amounts insured by the Federal Deposit Insurance Corporation.
Previous report
Inventory
Previous report
Inventories consist of raw materials, work in process and finished goods and are stated at the lower of cost or net realizable value, using the first-in, first-out method as a cost flow method.
Previous report
Property and Equipment
Previous report
The Company records property and equipment at cost. Property and equipment are depreciated using the straight-line method over the estimated economic lives of the assets, which are from 3 to 10 years. The Company capitalizes the expenditures for major renewals and improvements that extend the useful lives of property and equipment. Expenditures for maintenance and repairs are charged to expense as incurred. The Company reviews the carrying value of long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of long-lived assets is measured by a comparison of their carrying amounts to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value.
Previous report
Long- Lived Assets
Previous report
Long-lived assets and certain identifiable assets related to those assets are periodically reviewed for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recoverable. If the non-discounted future cash flows of the asset are less than their carrying amount, their carrying amounts are reduced to fair value and an impairment loss recognized.
Previous report
Fair Value of Financial Instruments
Previous report
ASC 825-10-50, “Disclosures about Fair Value of Financial Instruments,” requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments.
Previous report
Effective January 1, 2008, the Company adopted ASC 820-10, “Fair Value Measurements”, which provides a framework for measuring fair value under GAAP. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs.
Previous report
Income Taxes
Previous report
The Company is subject to income taxes in the United States and its domestic tax liabilities are subject to the allocation of expenses in multiple state jurisdictions. The Company uses the asset and liability method to account for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The recoverability of deferred tax assets is evaluated by assessing the adequacy of future expected taxable income from all sources, including taxable income in prior carryback years, reversal of taxable temporary differences, forecasted operating earnings, and available tax planning strategies. To the extent the Company does not consider it more-likely-than-not that a deferred tax asset will be recovered, a valuation allowance is established.
Previous report
Concentration of Credit Risk
Previous report
Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Corporation (“FDIC”) limits. As of June 30, 2025, the Company had cash balances in excess of FDIC limits.
Previous report
Revenue Recognition
Previous report
The Company recognizes revenue on arrangements in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services ASC 606 requires companies to assess their contracts to determine the timing and amount of revenue to recognize under the new revenue standard. The model has a five-step approach:
Previous report
Revenue generated from the sale of INVOcell is typically recognized at the time the product is shipped, at which time the title passes to the customer, and there are no further performance obligations.
Previous report
Revenue generated from clinical and lab services related at the Company’s fertility clinics is typically recognized at the time the service is performed.
Previous report
The Company’s Therapeutics segment does not currently generate revenue. This segment was divested during the second quarter of 2025.
Previous report
Stock Based Compensation
Previous report
The Company accounts for stock-based compensation under the provisions of Accounting Standards Codification (“ASC”) subtopic 718-10, Compensation (“ASC 718-10”). This statement requires the Company to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost is recognized over the period in which the employee is required to provide service or based on performance goals in exchange for the award, which is usually the vesting period.
Reworded paragraphs (27)
Previous wording
Our critical management and leadership functions are carried out by our management team. In the Fertility Clinic segment, each clinic is separately staffed with the people necessary to manage daily activities, while most administrative tasks are centralized and handled by the INVO corporate staff. With respect to the INVOcell Device segment, we have contracted out the manufacturing, assembly, packaging, and labeling to a medical manufacturing company, sterilization of the device to a sterilization specialist, and storage and shipping to a third part logistics company. In the Therapeutics Segment, we have a separate staff dedicated to the development of our intellectual property.
Current wording
Our critical management and leadership functions are carried out by our management team. In the Fertility Clinic segment, each clinic is separately staffed with the people necessary to manage daily activities, while most administrative tasks are centralized and handled by the INVO corporate staff. With respect to the INVOcell Device segment, we have contracted out the manufacturing, assembly, packaging, and labeling to a medical manufacturing company, sterilization of the device to a sterilization specialist, and storage and shipping to a third part logistics company.
Previous wording
While a smaller part of our current business, we continue to believe that our INVOcell device, and the IVC procedure it enables, can play a key role in making advanced fertility care more affordable and accessible. We continue to engage with sympathetic third-party clinics that share our same vision and that use our one-of-a-kind INVOcell device.
Current wording
While a smaller part of our current business, we continue to believe that our INVOcell device, and the IVC procedure it enables, can play a key role in making advanced fertility care more affordable and accessible. We continue to engage with third-party clinics that share our same vision and that use our one-of-a-kind INVOcell device.
Previous wording
The acquisition of existing IVF clinics requires less sales and marketing effort compared to opening new INVO Centers, as they have established patient flows that can be built upon. When entering a new market with an INVO Center, we leverage the experience developed in establishing our Alabama and Georgia joint ventures. We employ fine-tuned strategies to secure patient flow levels that can enable new INVO Centers to become profitable and contribute economically to our overall business as soon as possible. Primarily, our INVO Centers seek to employ local, reputable physicians with strong ties to the OBGYN community.
Current wording
The acquisition of existing IVF clinics requires less sales and marketing effort compared to opening new INVO Centers, as they have established patient flows that can be built upon. When entering a new market with an INVO Center, we leverage the experience developed in establishing our Alabama and Georgia joint ventures. We employ strategies to secure patient flow levels that can enable new INVO Centers to become profitable and contribute economically to our overall business as soon as possible. Primarily, our INVO Centers seek to employ local, reputable physicians with strong ties to the OBGYN community.
Previous wording
On July 23, 2025, our stockholders approved an amendment to our Amended and Restated Articles of Incorporation to increase its number of authorized shares of common stock from 1,388,888 to 50,000,000. On July 23, 2025, we filed a Certificate of Amendment to its Articles of Incorporation to increase our authorized shares of common stock from 1,388,888 shares to 50,000,000 shares.
Current wording
On July 23, 2025, our stockholders approved an amendment to our Amended and Restated Articles of Incorporation to increase our number of authorized shares of common stock from 1,388,888 to 50,000,000. On July 23, 2025, we filed a Certificate of Amendment to its Articles of Incorporation to increase our authorized shares of common stock from 1,388,888 shares to 50,000,000 shares.
Previous wording
On June 26, 2025, FNL exercised its Additional Investment Right to acquire 500 shares of Series C-2 Preferred, with an aggregate stated value of $500,000, for $500,000 in cash. As a result of the exercise, the conversion price on the Series C-2 Preferred adjusted to $2.85.
Current wording
On June 26, 2025, FNL exercised its Additional Investment Right to acquire 500 shares of Series C-2 Preferred, with an aggregate stated value of $500,000, for $500,000 in cash. As a result of the exercise, the conversion price on the right to additionally acquire Series C-2 Preferred adjusted to $2.85.
Previous wording
On June 30, 2025, we entered into an inducement letter agreement (the “AIR Exercise and Reload Agreement”) with FNL, pursuant to which FNL agreed to exercise its Additional Investment Right to acquire 1,800 shares of Series C-2 Preferred, with an aggregate stated value of $1,800,000, in exchange for $1,800,000 in principal amount, plus accrued and unpaid interest thereon of the Amended and Restated Debenture.
Current wording
On June 30, 2025, we entered into an inducement letter agreement (the “AIR Exercise and Reload Agreement”) with FNL, pursuant to which FNL agreed to exercise its Additional Investment Right to acquire 1,800 shares of Series C-2 Preferred, with an aggregate stated value of $1,800,000, in exchange for $1,800,000 in principal amount, plus accrued and unpaid interest thereon of the Amended and Restated Debenture. Pursuant to the AIR Exercise and Reload Agreement, FNL agreed to exercise its Additional Investment Right in consideration for our agreement to issue 630 shares of new unregistered Series C-2 Preferred to FNL.
Previous wording
The Series C-2 Preferred issued pursuant to these exercises were sold and issued, and the shares of common stock issuable thereunder will be sold and issued, without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and/or Rule 506 promulgated thereunder as transactions not involving a public offering.
Current wording
During the third quarter of 2025 FNL exercised its Additional Investment Right to acquire 1,650 shares of Series C-2 Preferred, with an aggregate stated value of $1,650,000, for $1,650,000 in cash. As a result of these exercises, the conversion price on the right to additionally acquire Series C-2 Preferred adjusted to $.7141. The Series C-2 Preferred issued pursuant to these exercises were sold and issued, and the shares of common stock issuable thereunder will be sold and issued, without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and/or Rule 506 promulgated thereunder as transactions not involving a public offering.
Previous wording
On May 14, 2025, INVO, Dr. Pritts, the Pritts Trust, and certain of their respective affiliates entered into binding term sheet (the “Term Sheet”) to settle all disputes between the parties pursuant to the terms set forth in the Term Sheet (the “Terms”). The parties agreed to cooperate in good faith to prepare and enter into a final settlement agreement (the “Settlement Agreement”) based on the terms set forth in the Term Sheet; provided, however, that unless and until the Settlement Agreement is executed, the Terms are binding on the parties. Under the Terms, Wood Violet agreed to pay Dr. Pritts $5,000,000 in full and final settlement and satisfaction of all obligations to Dr. Pritts and her affiliates under the WFI Documents, of which $525,000 was paid concurrently with the execution of the Term Sheet, and the remainder of which is payable as follows: $475,000 due June 30, 2025, $750,000 due September 30, 2025, $750,000 due December 31, 2025, $1,000,000 due March 31, 2026, $2,000,000 due June 30, 2026, and $500,000 due December 31, 2026. INVO shall provide Wood Violet with use of 25% of all gross funding proceeds above $2,000,000 raised within any six-month period to accelerate the payment of scheduled settlement payments in chronological order. The parties will enter into a consent judgment to resolve the complaint that would come into effect upon any breach of the Settlement Agreement. The parties agreed to settle all disputes, including those related to employment, acquisition, tax, and related matters, the termination of all employment, consulting, and similar agreements with Dr Pritts, and other customary terms, including, without limitation, indemnification and release of claims. We are seeking to finalize and execute the Settlement Agreement and related documentation in the third quarter of 2025; however, there can be no assurance that the Settlement Agreement will be finalized and executed in the third quarter of 2025, if at all.
Current wording
On May 14, 2025, INVO, Dr. Pritts, the Pritts Trust, and certain of their respective affiliates entered into binding term sheet (the “Term Sheet”) to settle all disputes between the parties pursuant to the terms set forth in the Term Sheet (the “Terms”). The parties agreed to cooperate in good faith to prepare and enter into a final settlement agreement (the “Settlement Agreement”) based on the terms set forth in the Term Sheet; provided, however, that unless and until the Settlement Agreement is executed, the Terms are binding on the parties. Under the Terms, Wood Violet agreed to pay Dr. Pritts $5,000,000 in full and final settlement and satisfaction of all obligations to Dr. Pritts and her affiliates under the WFI Documents, of which $525,000 was paid concurrently with the execution of the Term Sheet, and the remainder of which is payable as follows: $475,000 due June 30, 2025, $750,000 due September 30, 2025, $750,000 due December 31, 2025, $1,000,000 due March 31, 2026, $2,000,000 due June 30, 2026, and $500,000 due December 31, 2026. INVO shall provide Wood Violet with use of 25% of all gross funding proceeds above $2,000,000 raised within any six-month period to accelerate the payment of scheduled settlement payments in chronological order. The parties will enter into a consent judgment to resolve the complaint that would come into effect upon any breach of the Settlement Agreement. The parties agreed to settle all disputes, including those related to employment, acquisition, tax, and related matters, the termination of all employment, consulting, and similar agreements with Dr Pritts, and other customary terms, including, without limitation, indemnification and release of claims. On September 30, 2025 we executed the Settlement Agreement.
Previous wording
Looking ahead to the rest of 2025, we expect our fertility operations to make further operational progress. As previously highlighted, our Wisconsin clinic, which we acquired in 2023 and represented our first acquisition of an existing, profitable clinic, serves as a solid foundation for our business. We have resumed active pursuit of additional acquisitions of established and profitable IVF clinics with a view to accelerate our growth and drive our overall business to beyond cash flow break even and to profitability.
Current wording
During the first nine months of 2025, our fertility revenue increased approximately 9% compared to last year. Looking ahead, we expect our fertility operations to expand further, both through organic growth of our existing clinics and through the acquisition of additional, profitable IVF clinics similar to our Wisconsin clinic, which we acquired in 2023 and now serves as a solid foundation for our operations. Our active pursuit of additional acquisitions is aimed at accelerating our growth and driving our overall business to cash flow break even and beyond to profitability.
Previous wording
Although we anticipate our clinic operations will dominate our commercial efforts and revenue, we also will continue to work on growing INVOcell, both within our own clinics as well as to third party fertility clinics. We also intend to seek out additional, innovative technologies, which we can utilize to benefit patients and enhance our clinic operations.
Current wording
Although we anticipate our clinic operations will dominate our commercial efforts and revenue, we also will continue to work on growing INVOcell, both within our own clinics as well as to third party fertility clinics. We also intend to seek out additional, innovative technologies that we can utilize to benefit patients and enhance our clinic operations.
Previous wording
Cost of revenue for the three months ended June 30, 2025, was approximately $1.1 million, compared to approximately $0.9 million for the three months ended June 30, 2024. The increase in cost of revenue was primarily related to increased labor costs in the Wisconsin clinic.
Current wording
Cost of revenue for the three months ended September 30, 2025, was approximately $1.1 million, compared to approximately $1.0 million for the three months ended September 30, 2024. The increase in cost of revenue was primarily related to increased labor costs in the Wisconsin clinic.
Previous wording
Selling, general, and administrative expenses for the three months ended June 30, 2025, were approximately $2.2 million, compared to approximately $2.6 million for the three months ended June 30, 2024. The decrease of approximately $0.4 million was primarily related to decreased wages and professional services expenses. Non-cash, stock-based compensation expense was $0.7 million in the period, compared to $1.2 million for the same period in the prior year.
Current wording
Selling, general, and administrative expenses for the three months ended September 30, 2025, were approximately $2.1 million, compared to approximately $1.5 million for the three months ended September 30, 2024. The increase of approximately $0.6 million was primarily related to increased legal and accounting costs. Non-cash, stock-based compensation expense was $0.01 million in the period, compared to $0.2 million for the same period in the prior year.
Previous wording
Loss from debt extinguishment for the three months ended June 30, 2025, was approximately $0.7 million, compared to nil for the three months ended June 30, 2024. This debt extinguishment expense is primarily related to the Amended and Restated Debenture.
Current wording
Loss from debt extinguishment for the three months ended September 30, 2025, was approximately $0.9 million, compared to nil for the three months ended September 30, 2024. This debt extinguishment expense is primarily related to the Amended and Restated Debenture.
Previous wording
Interest expense and financing fees were approximately $0.2 million for the three months ended June 30, 2025, compared to approximately $0.4 million for the three months ended June 30, 2024.
Current wording
Interest expense and financing fees were approximately $0.1 million for the three months ended September 30, 2025, compared to approximately $0.3 million for the three months ended September 30, 2024. The decrease in interest expense and financing fees was primarily related to a decrease in debt.
Previous wording
Cost of revenue for the six months ended June 30, 2025, was approximately $2.1 million, compared to approximately $1.7 million for the six months ended June 30, 2024. The increase in cost of revenue was primarily related to increased labor costs in the Wisconsin clinic.
Current wording
Cost of revenue for the nine months ended September 30, 2025, was approximately $3.3 million, compared to approximately $2.7 million for the nine months ended September 30, 2024. The increase in cost of revenue was primarily related to increased labor costs in the Wisconsin clinic.
Previous wording
Selling, general, and administrative expenses for the six months ended June 30, 2025, were approximately $3.8 million, compared to approximately $4.1 million for the six months ended June 30, 2024. The decrease of approximately $0.3 million was primarily related to decreased wages and professional services expenses. Non-cash, stock-based compensation expense was $0.8 million in the period, compared to $1.4 million for the same period in the prior year.
Current wording
Selling, general, and administrative expenses for the nine months ended September 30, 2025, were approximately $5.9 million, compared to approximately $5.6 million for the nine months ended September 30, 2024. The increase of approximately $0.3 million was primarily related to increased legal and accounting costs. Non-cash, stock-based compensation expense was $0.7 million in the period, compared to $1.6 million for the same period in the prior year.
Previous wording
Impairment loss for the three months ended June 30, 2025, was approximately $1.4 million compared to nil for the three months ended June 30, 2024. The increase of approximately $1.4 million is noncash and is related to an impairment on the Wisconsin clinic’s noncompetition agreement related to the agreement to release Dr. Pritts from her noncompetition commitment under the Settlement Agreement.
Current wording
Impairment loss for the nine months ended September 30, 2025, was approximately $1.4 million compared to nil for the nine months ended September 30, 2024. The increase of approximately $1.4 million is noncash and is related to an impairment on the Wisconsin clinic’s noncompetition agreement related to the agreement to release Dr. Pritts from her noncompetition commitment under the Settlement Agreement.
Previous wording
Loss from debt extinguishment for the six months ended June 30, 2025, was approximately $0.7 million, compared to nil for the six months ended June 30, 2024. This debt extinguishment expense is primarily related to the Amended and Restated Debenture.
Current wording
Loss from debt extinguishment for the nine months ended September 30, 2025, was approximately $1.6 million, compared to $0.04 million for the nine months ended September 30, 2024. This debt extinguishment expense is primarily related to the Amended and Restated Debenture.
Previous wording
Gain on settlement for the three months ended June 30, 2025, was approximately $0.7 million, compared to nil for the three months ended June 30, 2024. This gain is due to the Settlement Agreement with Dr. Pritts.
Current wording
Gain on settlement for the nine months ended September 30, 2025, was approximately $0.7 million, compared to nil for the nine months ended September 30, 2024. This gain is due to the Settlement Agreement with Dr. Pritts.
Previous wording
Interest expense and financing fees were approximately $0.5 million for the six months ended June 30, 2025, compared to approximately $0.6 million for the six months ended June 30, 2024.
Current wording
Interest expense and financing fees were approximately $0.7 million for the nine months ended September 30, 2025, compared to approximately $0.8 million for the nine months ended September 30, 2024. The decrease in interest expense and financing fees was primarily related to a decrease in debt.
Previous wording
Loss on discontinued operations was approximately $18.0 million for the six months ended June 30 ,2025, compared to nil for the six months ended June 30 ,2024. The loss consists of approximately $16.5 million from the loss from operations of NTI, including a goodwill impairment of approximately $14.6 million and approximately $1.5 million from the loss on disposal of NTI.
Current wording
Loss on discontinued operations was approximately $18.0 million for the nine months ended September 30 ,2025, compared to nil for the nine months ended September 30 ,2024. The loss consists of approximately $16.5 million from the loss from operations of NTI, including a goodwill impairment of approximately $14.6 million and approximately $1.5 million from the loss on disposal of NTI.
Previous wording
For the six months ended June 30, 2025, and 2024, we had net losses of approximately $22.7 million and $3.8 million, respectively, and an accumulated deficit of approximately $90.2 million as of June 30, 2025. Approximately $19.0 million of the net loss was related to non-cash expenses for the six months ended June 30, 2025, compared to $2.6 million for the six months ended June 30, 2024. We had negative working capital of approximately $6.3 million as of June 30, 2025, compared to negative working capital of approximately $5.6 million as of December 31, 2024. As of June 30, 2025, we had stockholder’s equity of approximately $2.5 million compared to stockholder’s equity of approximately $12.7 million as of December 31, 2024.
Current wording
For the nine months ended September 30, 2025, and 2024, we had net losses of approximately $25.3 million and $5.5 million, respectively, and an accumulated deficit of approximately $93.1 million as of September 30, 2025. Approximately $19.6 million of the net loss was related to non-cash expenses for the nine months ended September 30, 2025, compared to $3.2 million for the nine months ended September 30, 2024. We had negative working capital of approximately $3.3 million as of September 30, 2025, compared to negative working capital of approximately $5.6 million as of December 31, 2024. As of September 30, 2025, we had stockholder’s equity of approximately $5.8 million compared to stockholder’s equity of approximately $12.7 million as of December 31, 2024.
Previous wording
We have been dependent on raising capital from debt and equity financings to meet our needs for cash required to fund our operating expenses and investing activities. During the first six months of 2025, we received $0.5 million for the sale of our preferred stock, $1.0 million from the exercise of warrants, and $8.7 million in net proceeds for a public offering, which was partially used to redeem $4 million of preferred stock and repay approximately $1.1 million in debt. During the first six months of 2024, we received net proceeds of approximately $1.5 million for the sale of our preferred stock, $0.9 million from the exercise of warrants, $0.4 million in proceeds from the sale of notes payable, and $0.2 million in net proceeds for the sale of our common stock. Until we can generate positive cash from operations, we will need to raise additional funding to meet our liquidity needs and to execute our business strategy. As in the past, we will seek debt and/or equity financing, which may not be available on reasonable terms, if at all.
Current wording
We have been dependent on raising capital from debt and equity financings to meet our needs for cash required to fund our operating expenses and investing activities. During the first nine months of 2025, we received $2.2 million for the sale of our preferred stock, $1.0 million from the exercise of warrants, and $8.7 million in net proceeds for a public offering, which was partially used to redeem $4 million of preferred stock and repay approximately $1.2 million in debt. During the first nine months of 2024, we received net proceeds of approximately $1.6 million for the sale of our preferred stock, $0.9 million from the exercise of warrants, $0.7 million in proceeds from the sale of notes payable, and $0.2 million in net proceeds for the sale of our common stock. Until we can generate positive cash from operations, we will need to raise additional funding to meet our liquidity needs and to execute our business strategy. As in the past, we will seek debt and/or equity financing, which may not be available on reasonable terms, if at all.
Previous wording
The following table shows a summary of our cash flows for the three months ended June 30, 2025 and 2024:
Current wording
The following table shows a summary of our cash flows for the nine months ended September 30, 2025 and 2024:
Previous wording
As of June 30, 2025, we had approximately $0.5 million in cash, compared to approximately $0.9 million as of June 30, 2024. Net cash used in operating activities for the first six months of 2025 was approximately $5.3 million, compared to approximately $1.7 million for the same period in 2024. The increase in net cash used in operating activities was primarily due to the increase in net loss related to the consolidation of NTI.
Current wording
As of September 30, 2025, we had approximately $0.4 million in cash, compared to approximately $0.5 million as of September 30, 2024. Net cash used in operating activities for the first nine months of 2025 was approximately $7.0 million, compared to approximately $2.4 million for the same period in 2024. The increase in net cash used in operating activities was primarily due to the increase in net loss related to the consolidation of NTI.
Previous wording
During the six months ended June 30, 2025, cash used in investing activities of $30 thousand was primarily related to the purchase of equipment for WFI. During the three months ended June 30, 2024, cash used in investing activities of $29 thousand was primarily related to the purchase of equipment for WFI.
Current wording
During the nine months ended September 30, 2025, cash used in investing activities of $38 thousand was primarily related to the purchase of equipment for WFI. During the nine months ended September 30, 2024, cash used in investing activities of $30 thousand was primarily related to the purchase of equipment for WFI.
Previous wording
During the six months ended June 30, 2025, cash provided by financing activities of approximately $5.1 million was primarily related to approximately $8.7 million of net proceeds from a public offering which was partially offset by a $4 million redemption of the C-2 Preferred Stock, approximately $1.1 million of debt repayment, and warrant exercises. During the six months ended June 30, 2024, cash provided by financing activities of approximately $2.5 million was primarily related to the sale of preferred stock, warrant exercises, and notes payable.
Current wording
During the nine months ended September 30, 2025, cash provided by financing activities of approximately $6.7 million was primarily related to approximately $8.7 million of net proceeds from a public offering and $2.2 million in proceeds from the sale of preferred stock, which was partially offset by a $4 million redemption of the C-2 Preferred Stock, approximately $1.2 million of debt repayment, and warrant exercises. During the nine months ended September 30, 2024, cash provided by financing activities of approximately $2.6 million was primarily related to the sale of preferred stock, warrant exercises, and notes payable.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
Pursuant to the AIR Exercise and Reload Agreement, FNL agreed to exercise its Additional Investment Right in consideration for our agreement to issue 630 shares of new unregistered Series C-2 Preferred to FNL.
Previous report — wording carried elsewhere
Loss on discontinued operations was approximately $2.1 million for the three months ended June 30 ,2025, compared to nil for the three months ended June 30 ,2024. The loss consists of approximately $0.5 million from the loss from operations of NTI and approximately $1.5 million from the loss on disposal of NTI.
Previous report — wording carried elsewhere
Impairment loss for the six months ended June 30, 2025, was approximately $1.4 million compared to nil for the six months ended June 30, 2024. The increase of approximately $1.4 million is noncash and is related to an impairment on the Wisconsin clinic’s noncompetition agreement related to the agreement to release Dr. Pritts from her noncompetition commitment under the Settlement Agreement.
Previous report — wording carried elsewhere
Gain on settlement for the six months ended June 30, 2025, was approximately $0.7 million, compared to nil for the six months ended June 30, 2024. This gain is due to the Settlement Agreement with Dr. Pritts.