INVO Fertility, Inc.
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
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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.
Jun 30, 2026 · Filed Aug 14, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30,2026
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
Commission File Number:001-39701
INVO Fertility, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 20-4036208 |
|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 5582 Broadcast Court | |
|---|---|
| Sarasota, FL | 34240 |
| (Address of principal executive offices) | (Zip Code) |
(978) 878-9505
(Registrant’s telephone number, including area code)
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 per share | IVF | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
|---|---|---|
| Non-accelerated filer ☒ | Smaller reporting company ☒ | Emerging growth company ☐ |
If 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒
As of August 14, 2026, the Registrant had 2,506,969 shares of common stock outstanding.
INVO FERTILITY, INC. FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026
TABLE OF CONTENTS
| Item · Page Number | ||
|---|---|---|
| PART I. FINANCIAL INFORMATION | ||
| 1. | Financial Statements (Unaudited): | 4 |
| Consolidated Balance Sheet as of June 30, 2026 (Unaudited) and December 31, 2025 | 4 | |
| Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025 (Unaudited) | 5 | |
| Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2026 and 2025 (Unaudited) | 6 | |
| Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 (Unaudited) | 7 | |
| Notes to the Consolidated Financial Statements | 8 | |
| 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 30 |
| 3. | Quantitative and Qualitative Disclosures about Market Risks | 41 |
| 4. | Controls and Procedures | 41 |
| PART II. OTHER INFORMATION | ||
| 1. | Legal Proceedings | 42 |
| 1A. | Risk Factors | 42 |
| 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 42 |
| 3. | Defaults Upon Senior Securities | 42 |
| 4. | Mine Safety Disclosure | 42 |
| 5. | Other Information | 42 |
| 6. | Exhibits | 43 |
| Signatures | 44 | |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA
This Quarterly Report on Form 10-Q contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements may be identified by such forward-looking terminology as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” or the negative of these terms or other comparable terminology. Our forward-looking statements are based on a series of expectations, assumptions, estimates, and projections about our company, are not guarantees of future results or performance, and involve substantial risks and uncertainty. We may not actually achieve the plans, intentions, or expectations disclosed in these forward-looking statements. Actual results or events could differ materially from the plans, intentions, and expectations disclosed in these forward-looking statements. Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including the risks and uncertainties inherent in our statements regarding the following:
| ● | Our financial condition and need for additional capital; |
| ● | Our limited operating history and a history of net operating losses, and we depend on continued access to capital and clinic revenue growth to fund our operations; |
| ● | The competitiveness of the fertility and ART services industry; |
| ● | The dependence of our growth strategy on identifying and successfully completing and integrating fertility clinic acquisition; |
| ● | Our dependence on key executives, physicians, embryologists, and clinical personnel; |
| ● | Risks associated with operating certain of our fertility clinics as joint ventures; |
| ● | Reliance on a single third-party manufacturer for INVOcell production; |
| ● | Intellectual property risks; |
| ● | Evolving state and federal laws on abortion and embryo personhood; |
| ● | Federal and state regulation as both a fertility clinic operator and a medical device manufacturer; |
| ● | The FDA clearance process for the INVOcell and any future device modifications; |
| ● | Payor consolidation and managed care trends; |
| ● | Cybersecurity threats or data breaches involving sensitive patient health information; |
| ● | Material weaknesses in our internal control over financial reporting; |
| ● | Risks related to our common stock and capital structure; and |
| ● | Risks related to market and macroeconomic conditions. |
All of our forward-looking statements are as of the date of this Quarterly Report on Form 10-Q only. In each case, actual results may differ materially from such forward-looking information. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties referred to in this Quarterly Report on Form 10-Q or included in our other public disclosures or our other periodic reports or other documents or filings filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”) could materially and adversely affect our business, prospects, financial condition and results of operations. Except as required by law, we do not undertake or plan to update or revise any such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates, or projections or other circumstances affecting such forward-looking statements occurring after the date of this Quarterly Report on Form 10-Q, even if such results, changes, or circumstances make it clear that any forward-looking information will not be realized. Any public statements or disclosures by us following this Quarterly Report on Form 10-Q that modify or impact any of the forward-looking statements contained in this Quarterly Report on Form 10-Q will be deemed to modify or supersede such statements in this Quarterly Report on Form 10-Q.
This Quarterly Report on Form 10-Q may include market data and certain industry data and forecasts, which we may obtain from internal company surveys, market research, consultant surveys, publicly available information, reports of governmental agencies, and industry publications, articles, and surveys. Industry surveys, publications, consultant surveys, and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. While we believe that such studies and publications are reliable, we have not independently verified market and industry data from third-party sources.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.