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INVO Fertility, Inc.

For the period ended Jun 30, 2026. Filed Aug 14, 2026.

View on SEC.gov

About this filing

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

IVF$2.14+5.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-06-22.

0001493152-26-029514

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-14.

0001493152-26-038528

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 115 previous paragraphs and 161 current paragraphs.

94 unchanged; 15 reworded; 48 added; 6 removed; 0 previous and 4 current paragraphs rearranged.

Tables are not compared: 3 previous and 3 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 (48)

Current report

On July 24, 2026, we entered into an Any Market Purchase Agreement (the “AMPA”) with Alumni Capital LP (“Alumni”), pursuant to which we have the right, but not the obligation, to sell to Alumni up to $15 million of shares of our common stock (the “Commitment Amount”), which may be increased to up to $50 million by mutual written agreement of the parties. Sales under the AMPA, and their timing, are solely at our discretion, and we intend to use the proceeds to support our expansion efforts, which are primarily focused on acquiring additional established, profitable fertility clinics, as well as for general corporate purposes.

Current report

Our right to require purchases was conditioned on the effectiveness of a registration statement on Form S-1 covering the underlying shares. We filed the registration statement with the SEC on July 24, 2026, and the SEC declared it effective on August 4, 2026 (the “Effectiveness Date”), satisfying this condition. Following the Effectiveness Date, we may deliver purchase notices electing among three pricing mechanisms: (i) 94% of the lowest daily VWAP over the preceding five business days, (ii) 97% of the lowest traded price over the preceding business day, or (iii) 85% of the lowest traded price over the preceding five business days if the common stock is not trading on an Eligible Market. Closings occur one to five business days after a purchase notice, depending on the pricing option elected.

Current report

Issuances under the AMPA are subject to a Nasdaq exchange cap of 19.99% of shares outstanding immediately prior to signing, unless stockholder approval is obtained or an exception applies; our stockholders approved issuances in excess of this cap on July 23, 2026. Alumni’s beneficial ownership is separately capped at 9.99% of outstanding common stock (adjustable by mutual agreement up to that limit), and Alumni has agreed not to engage in short selling or hedging of the common stock during specified periods.

Current report

We agreed to pay Alumni a commitment fee equal to 1% of the Commitment Amount (and, if applicable, 1% of any additional Commitment Amount), payable, at our election, in cash or in shares of common stock (or pre-funded warrants, at Alumni’s election) within five business days following the Effectiveness Date, with any share-based fee valued using the average VWAP for the five business days preceding August 4, 2026. On August 7, 2026, we issued 157,934 shares of common stock to Alumni as the commitment fee. The AMPA contains customary representations, warranties, covenants, and indemnification obligations, and includes no rights of first refusal, participation rights, penalties, or liquidated damages provisions.

Current report

The AMPA terminates on the earliest of June 30, 2028, the date Alumni has purchased shares equal to the full Commitment Amount, the date the common stock ceases trading on an Eligible Market, or the commencement of certain bankruptcy proceedings. As of the date of this report, we cannot determine the number of shares that may ultimately be issued under the AMPA, as this will depend on future purchase prices and whether the Commitment Amount is increased.

Current report

On July 23, 2026, our stockholders approved a fifth amendment to its Stock Incentive Plan to increase the number of shares of common stock available for issuance thereunder to a total amount of 1,000,000, equal to approximately 20% of the total issued and outstanding stock on a fully-diluted basis.

Current report

INVO Centers, LLC, a Delaware limited liability company (“INVO Centers” or “Purchaser”), our wholly owned subsidiary, is a party to that certain limited liability company agreement of HRCFG INVO LLC (“HRCFG INVO”) with HRCFG, LLC (“HRCFG”) to establish a joint venture partnership for a fertility clinic in Birmingham, Alabama (the “Alabama JV”). As a joint venture partner, HRCFG operated and managed the clinic under the name of Innovative Fertility Specialists.

Current report

On June 23, 2026, we consummated the acquisition of one-hundred percent (100%) of the membership interests of HRCFG pursuant to that certain Membership Interest Transfer Agreement (the “MITA”) by and among Purchaser, Karen Hammond (“Hammond”), Lisa Ray (“Ray”) and Nicholas Cataldo (“Cataldo” and collectively with Hammond and Ray, “Sellers”). Pursuant to the MITA, Sellers transferred all rights, title and interest in their respective membership interests (the “Membership Interests”) of HRCFG to Purchaser for a combined purchase price of $175,001, of which $1.00 was paid in cash on the closing date and $175,000 as additional consideration, $48,000 of which shall be payable to Sellers pro rata in equal monthly installments over a nine (9) month period starting in October 2026 and $127,000 of which shall be paid from HRCFG’s free cash flow.

Current report

Pursuant to the MITA, each Seller transferred, granted, conveyed, assigned and relinquished exclusively to HRCFG all of such Seller’s right, title, and interest in and to any assets, rights, or property of any kind that are primarily used in or necessary for the operation and management of the Alabama JV, including, without limitation, any intellectual property rights (collectively, the “Business Properties”). Under the MITA, for a period of approximately four (4) months (the “Transition Period”), Sellers will provide transition services to Purchaser, and for a period of twelve (12) months following the Transition Period (the “Support Period”), Sellers shall make themselves available to support HRCFG.

Current report

The Alabama JV is one of our four existing clinics. As a result of the acquisition, we now include the accounts of the Alabama JV in our consolidated financial statements on a prospective basis.

Current report

On June 2, 2026, we filed the 10-K Filing with the SEC, and on June 22, 2026, we filed the 10-Q Filing with the SEC. On June 23, 2026, the Staff notified us that we complied with the Timely Filing Rule and the matter was closed.

Current report

Revenue for the three months ended June 30, 2026, was approximately $2.2 million, compared to approximately $1.8 million for the three months ended June 30, 2025. The increase of approximately $0.3 million, or 18%, was primarily attributable to the addition of the Indiana Clinic.

Current report

Cost of services for the three months ended June 30, 2026, was approximately $1.4 million, compared to approximately $1.1 million for the three months ended June 30, 2025. An increase of approximately $0.4 million, or 24%, of which, approximately $0.3 million was attributable to the addition of the Indiana Clinic and approximately $0.1 million was attributable to one time staffing costs at the Georgia JV.

Current report

Cost of goods sold for the three months ended June 30, 2026, was approximately $60 thousand, compared to approximately $3 thousand for the three months ended June 30, 2025. This increase of approximately $57 thousand was primarily attributable to an allowance for expired product.

Current report

There was no impairment loss for the three months ended June 30, 2026 compared to approximately $1.4 million for the three months ended June 30, 2025. The impairment loss in 2025 was due to an impairment related to the terms of a settlement agreement under which we released Dr. Pritts from her noncompetition commitment.

Current report

Gain on the remeasurement of note receivable was aproximately $2.5 million for the three months ended June 30, 2026 compared to $0 for the three months ended June 30, 2025. The gain consisted of approximately $0.5 million on the remeasurement of the Alabama Note Receivable and approximately $2.0 million on the measurement of the previously held 50% membership equity related to the acquisition of HRCFG.

Current report

Gain on the change in fair value of warrant liability was $0 for the three months ended June 30, 2026 compared to approximately $1.7 million for the three months ended June 30, 2025. The gain in 2025 was due the fair value measurement of certain liability classified warrants at period end.

Current report

Loss from debt extinguishment was $0.2 million for the three months ended June 30, 2026 compared $0.7 million for the three months ended June 30, 2025. This debt extinguishment expense in 2025 was primarily related to the Amended and Restated Debenture.

Current report

Gain on settlement for the three months ended June 30, 2026 was $0 compared to $0.9 million for the three months ended June 30, 2025. The gainin 2025 was due to asettlement agreement with Dr. Pritts under with the purchase price for WFIwas reduced.

Current report

Interest income was $0.1 million for the three months ended June 30, 2026 compared to $0 for the three months ended June 30, 2025. The interest was accrued from the NAYA Note Receivable.

Current report

Loss on discontinued operations was $0 for the three months ended June 30, 2026, compared to $2.1 million for the three months ended June 30, 2025. The loss in 2025 consists of approximately $0.6 million from the loss from operations of NTI and approximately $1.5 million from the loss on disposal of NTI.

Current report

Cost of services for the six months ended June 30, 2026 was approximately $2.6 million, compared to approximately $2.1 million for the six months ended June 30, 2025. An increase of approximately $0.6 million or 24%, of which approximately $0.4 million was attributable to the addition of the Indiana Clinic, approximately $0.1 million was attributable to one time staffing costs at the Georgia JV and approximately $0.1 million directly correlates to the increase in revenue at WFI and the Georgia JV.

Current report

Cost of goods sold for the six months ended June 30, 2026, was approximately $65 thousand, compared to approximately $7 thousand for the six months ended June 30, 2025. This increase of approximately $58 thousand was primarily attributable to an allowance for expired product.

Showing the first 40 of 48 passages. Open the source sections for the rest.

Removed paragraphs (6)

Previous report

We established HRCFG INVO, LLC (the “Alabama JV”) with HRCFG, LLC (“HRCFG”). The responsibilities of HRCFG’s principals include providing clinical practice expertise, performing recruitment functions, providing all necessary training, and providing day-to-day management of the Alabama JV. Our responsibilities include providing funding to the Alabama JV and being the exclusive provider of the INVOcell.

Previous report

Both letters also stated that, in accordance with Nasdaq rules, we have 60 calendar days from the date of the 10-K Letter to submit a plan to regain compliance with the Timely Filing Rule. Should the Staff accept such plan, it could grant an exception of up to 180 calendar days from the 10-K Filing’s due date, or until October 13, 2026, to regain compliance.

Previous report

Our 10-K Filing was filed with the SEC on June 2, 2026. We received an additional letter from the Staff on June 9, 2026 indicating we were no longer noncompliant on our 10-K Filing but as the 10-Q Filing had not been completed, we were still noncompliant with the Timely Filing Rule.

Previous report

None of the above letters from the Staff had an immediate effect on the listing of our common stock.

Previous report

Cost of services for the three months ended March 31, 2026 was approximately $1.3 million, compared to approximately $1.0 million for the three months ended March 31, 2025. The increase of approximately $0.3 million or 23% directly correlates to the increase in clinic revenue.
Reworded paragraphs (15)

Previous wording

We are a healthcare services and technology company focused on the fertility marketplace and dedicated to expanding access to assisted reproductive technology (“ART”) care to patients in need. Our principal commercial strategy is focused on acquiring, establishing, and operating fertility clinics and related businesses and technologies. Our acquisition strategy focuses on US-based, profitable fertility clinics. Our clinics offer a variety of fertility services including in vitro fertilization (“IVF”) and the intravaginal culture (“IVC”) procedure enabled by its INVOcell® medical device (“INVOcell”) procedure enabled by INVOcell. As of the date of this filing, 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. We also intend to seek out additional, innovative fertility-focused technologies, to license or acquire in order to utilize within our clinics.

Current wording

We are a healthcare services and technology company focused on the fertility marketplace and dedicated to expanding access to assisted reproductive technology (“ART”) care to patients in need. Our principal commercial strategy is focused on acquiring, establishing, and operating fertility clinics and related businesses and technologies. Our acquisition strategy focuses on US-based, profitable fertility clinics. Our clinics offer a variety of fertility services including in vitro fertilization (“IVF”) and the intravaginal culture (“IVC”) procedure enabled by INVOcell. As of the date of this filing, 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. We also intend to seek out additional, innovative fertility-focused technologies, to license or acquire in order to utilize within our clinics.

Previous wording

On March 10 and June 28, 2021, we established joint ventures to open INVO Centers in Birmingham, Alabama, and Atlanta, Georgia, respectively. We established these clinics to increase use of the INVOcell, to accelerate the growth and awareness of the IVC procedure, and to expand the availability of statistical and clinical data supporting its use. These clinics also represent our initial entry into clinic-based fertility operations and enabled us to expand our revenue per fertility cycle from hundreds of dollars (from the sale of each INVOcell device) to thousands of dollars, and to significantly advance our path to building greater scale in our overall operations and to reaching profitability.

Current wording

On March 10 and June 28, 2021, we established joint ventures to open INVO Centers in Birmingham, Alabama, and Atlanta, Georgia, respectively. We established these clinics to increase use of the INVOcell, to accelerate the growth and awareness of the IVC procedure, and to expand the availability of statistical and clinical data supporting its use. These clinics also represent our initial entry into clinic-based fertility operations and enabled us to expand our revenue per fertility cycle from hundreds of dollars (from the sale of each INVOcell device) to thousands of dollars, and to significantly advance our path to building greater scale in our overall operations and to reaching profitability. We acquired 100% of the INVO Center in Birmingham in June 2026.

Previous wording

Our focus has been on building the business, strengthening our balance sheet, and seeking out additional acquisition opportunities and in the early part of 2026 we made substantial progress toward each of these goals. In January 2026, we raised net proceeds of $7.1 million through a warrant inducement offering, which we used in part to satisfy $2.2 million in deferred consideration obligations related to the WFI acquisition. Also in January 2026, all outstanding shares of our Series C-2 Convertible Preferred Stock were converted into common stock, further simplifying our capital structure. Building on this balance sheet momentum, we closed on the acquisition of Family Beginnings in Indiana during February 2026 (see Recent Developments for additional information), and we now have a robust pipeline of additional acquisition opportunities.

Current wording

As we continue to build and grow the business, our primary focus has been strengthening the balance sheet, seeking out additional acquisition opportunities, and driving revenue within our existing operating clinics. During the first half of 2026 we believe we made substantial progress toward these key objectives. In January 2026, we raised net proceeds of approximately $7.1 million through a warrant inducement offering, which we used in part to satisfy $2.2 million in deferred consideration obligations related to the WFI acquisition. Also in January 2026, all outstanding shares of our Series C-2 Convertible Preferred Stock were converted into common stock, further simplifying our capital structure. Building on this balance sheet momentum, we closed on the acquisition of Family Beginnings in Indiana during February 2026 (see Recent Developments for additional information), and we have developed a robust pipeline of additional acquisition opportunities, which we are actively pursuing. Further, we acquired 100% of our INVO Center in Birmingham in June 2026. We also experienced improved revenues across our existing operating clinics during the first half of this year.

Previous wording

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 fertility clinics. Our active pursuit of additional acquisitions is aimed at accelerating our growth, building scale in our operations, and driving our overall business to cash flow break even and beyond to profitability.

Current wording

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 fertility clinics. Our pursuit of additional acquisitions is aimed at accelerating our growth, building scale in our operations, and driving our overall business to cash flow break even and beyond to profitability.

Previous wording

Interest expense and financing fees were approximately $0.2 million for the three months ended March 31, 2026, compared to approximately $0.3 million for the three months ended March 31, 2025.

Current wording

Interest expense and financing fees were approximately $0.2 million for the three months ended June 30, 2026, compared to approximately $0.4 million for the three months ended June 30, 2025.

Previous wording

Revenue for the three months ended March 31, 2026 was approximately $2.0 million, compared to approximately $1.6 million for the three months ended March 31, 2025. The increase of approximately $0.4 million, or 23%, was primarily attributable to increased revenue of $0.3 million from growth initiatives at the Georgia JV and $ 0.1 million the addition of Family Beginnings.

Current wording

Revenue for the six months ended June 30, 2026 was approximately $4.2 million, compared to approximately $3.5 million for the six months ended June 30, 2025. The increase of approximately $0.7 million, or 20%, was primarily attributable to increased revenue of $0.3 million from growth initiatives at WFI and the Georgia JV and $0.4 million the addition of Family Beginnings.

Previous wording

Selling, general, and administrative expenses for the three months ended March 31, 2026 were approximately $2.2 million, compared to approximately $1.6 million for the three months ended March 31, 2025. The increase of approximately $0.6 million, or approximately 40%, of which, $0.3 million was related to increased professional fees, $0.1 million was related to increased personnel costs, and $0.1 million was related to increased general administrative operating expenses. Non-cash, stock-based compensation expense was $0.2 million in the period, compared to $0.1 million for the same period in the prior year.

Current wording

Selling, general, and administrative expenses for the six months ended June 30, 2026 were approximately $4.1 million, compared to approximately $3.8 million for the six months ended June 30, 2025. The increase of approximately $0.3 million, or approximately 9%, of which, $0.1 million was related to increased professional fees, $0.1 million was related to increased personnel costs, and $0.1 million was related to increased general administrative operating expenses.

Previous wording

Loss on change in fair value of warrants was approximately $3.8 million for the three months ended March 31, 2026, compared to none for the three months ended March 31, 2025. The 2026 loss reflects the remeasurement of liability classified warrants to fair value immediately prior to their reclassification to equity during the quarter.

Current wording

Gain (loss) on change in fair value of warrants was approximately $(3.8) million for the six months ended June 30, 2026, compared to approximately $1.6 million for the six months ended June 30, 2025. The 2026 loss reflects the remeasurement of liability classified warrants to fair value immediately prior to their reclassification to equity during the first quarter. The gain in 2025 was due the fair value measurement of certain liability classified warrants at period end.

Previous wording

Loss from discontinued operations for the three months ended March 31, 2026 and 2025 were none and $15.9 million, respectively. The loss in 2025 was directly related to the divesture of NAYA Therapeutics.

Current wording

Loss from discontinued operations for the six months ended June 30, 2026 and 2025 were none and $18.0 million, respectively. The loss in 2025 was directly related to the divesture of NAYA Therapeutics.

Previous wording

For the three months ended March 31, 2026, and 2025, we had net losses of approximately $5.5 million and $17.4 million, respectively, and an accumulated deficit of approximately $96.9 million as of March 31, 2026. Approximately $4.1 million of the net loss was related to non-cash expenses for the three months ended March 31, 2026, compared to $14.8 million for the three months ended March 31, 2025. We had negative working capital of approximately $0.6 million as of March 31, 2026, compared to negative working capital of approximately $7.5 million as of December 31, 2025. As of March 31, 2026, we had stockholder’s equity of approximately $15.0 million compared to stockholder’s equity of approximately $7.2 million as of December 31, 2025.

Current wording

For the six months ended June 30, 2026, and 2025, we had net losses of approximately $4.7 million and $21.0 million, respectively, and an accumulated deficit of approximately $96.0 million as of June 30, 2026. Approximately $2.1 million of the net loss was related to non-cash expenses for the six months ended June 30, 2026, compared to approximately $3.0 million for the six months ended June 30, 2025. We had negative working capital of approximately $1.9 million as of June 30, 2026, compared to negative working capital of approximately $7.6 million as of December 31, 2025. As of June 30, 2026, we had stockholder’s equity of approximately $16.5 million compared to stockholder’s equity of approximately $7.2 million as of December 31, 2025.

Previous wording

We have been dependent on raising capital through debt and equity financing to secure the cash required to fund our operating expenses and investing activities. During the first three months of 2026, we received net proceeds of approximately $7.1 million from the exercise of warrants, which was partially used to repay approximately $0.1 million in debt.

Current wording

We have been dependent on raising capital through debt and equity financing to secure the cash required to fund our operating expenses and investing activities. During the first six months of 2026, we received net proceeds of approximately $7.1 million from the exercise of warrants, which was partially used to repay approximately $2.0 million of deferred acquisition consideration and approximately $0.2 million in debt.

Previous wording

The following table shows a summary of our cash flows for the three months ended March 31, 2026 and 2025:

Current wording

The following table shows a summary of our cash flows for the six months ended June 30, 2026 and 2025:

Previous wording

As of March 31, 2026, we had approximately $4.9 million in cash, compared to approximately $0.8 million as of March 31, 2025. Net cash used in operating activities for the first three months of 2026 was approximately $1.9 million, compared to approximately $3.5 million for the same period in 2025. The decrease in net cash used in operating activities was primarily due to changes in the business from the divesture of NAYA Therapeutics.

Current wording

As of June 30, 2026, we had approximately $3.7 million in cash, compared to approximately $0.5 million as of June 30, 2025. Net cash used in operating activities for the first six months of 2026 was approximately $3.0 million, compared to approximately $5.3 million for the same period in 2025. The decrease in net cash used in operating activities was primarily due to changes in the business from the divesture of NAYA Therapeutics.

Previous wording

During the three months ended March 31, 2026, cash used in investing activities of approximately $0.2 million was primarily related to the acquisition of Family Beginnings. During the three months ended March 31, 2025, cash used in investing activities of $14 thousand was primarily related to the purchase of equipment for WFI.

Current wording

During the six months ended June 30, 2026, cash used in investing activities of approximately $0.2 million was primarily related to the acquisition of Family Beginnings. 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.

Previous wording

During the three months ended March 31, 2026, cash provided by financing activities of approximately $5.0 million was primarily related to approximately $7.1 million of net proceeds from warrant exercises which was partially offset by approximately $2.0 million for deferred consideration payments for WFI and approximately $0.1 million of debt repayment. During the three months ended March 31, 2025, cash provided by financing activities of approximately $3.7 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 and approximately $1.1 million in debt repayment.

Current wording

During the six months ended June 30, 2026, cash provided by financing activities of approximately $4.9 million was primarily related to approximately $7.1 million of net proceeds from warrant exercises which was partially offset by approximately $2.0 million for deferred consideration payments for WFI and approximately $0.2 million of debt repayment. 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 and approximately $1.1 million in debt repayment.
Rearranged current paragraphs (4)

Current report — wording carried from elsewhere

HRCFG INVO, LLC (the “Alabama JV”) was originally established as a partnership with HRCFG, LLC (“HRCFG”). On June 24, 2026, we acquired HRCFG and the Alabama JV became a wholly owned subsidiary. The day to day clinical operations are handled by on site staff. Our corporate staff manages finance, billing, accounting, human resources and other overhead responsibilities.

Current report — wording carried from elsewhere

On July 23, 2026, our stockholders approved an amendment to our Amended and Restated Articles of Incorporation to increase our number of authorized shares of common stock from 50,000,000 to 250,000,000, and we filed a Certificate of Amendment to our Articles of Incorporation to increase our authorized shares of common stock for the same.

Current report — wording carried from elsewhere

Increase in Authorized Common Stock (Jan 2026)

Current report — wording carried from elsewhere

Selling, general, and administrative expenses for the three months ended June 30, 2026, were approximately $1.9 million, compared to approximately $2.2 million for the three months ended June 30, 2025. The decrease of approximately $0.3 million was primarily related to decreased professional services expenses. Non-cash, stock-based compensation expense was $0.1 million in the period, compared to $0.7 million for the same period in the prior year.