{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-23-008197","form_type":"8-K","ticker":"IVF","cik":"0001417926","company_name":"INVO Fertility, Inc.","filed_at":"2023-03-20T23:59:59+00:00","discovered_at":"2026-05-14T18:03:44.853224+00:00","generated_at":"2026-06-17T22:55:22.170875+00:00","sec_items":["1.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"INVO Bioscience to acquire Wisconsin Fertility Institute for $10M","bullets":["Purchase price of $10M payable in four $2.5M installments; sellers may elect stock at $6.25, $9.09, $14.29 per share.","Acquired clinic (WFRSA and FLOW) had FY2021 revenue of $5.7M and net income of $2.3M.","Asset Purchase Agreement covers non-medical assets of WFRSA; Membership Interest Purchase Agreement for 100% of FLOW.","Closing expected in Q2 2023; subject to customary conditions.","Management services agreement will outsource all non-medical activities to Buyer."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-23-008197","json":"https://secwatch.observer/filing/0001493152-23-008197.json","markdown":"https://secwatch.observer/filing/0001493152-23-008197.md","text":"https://secwatch.observer/filing/0001493152-23-008197.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1417926/000149315223008197/0001493152-23-008197-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1417926/000149315223008197/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-17T22:55:22.170875+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"575c71fb4ac792257905e227fd8163669f42d0ec","claim":"INVO Fertility, Inc. entered into Membership Interest Purchase Agreement with FLOW, IVF Science, LLC, and Dr. Elizabeth Pritts as trustee for the Elizabeth Pritts Revocable List Trust (effective 2023-03-16).","evidence_excerpt":"On March 16, 2023, Buyer entered into a Membership Interest Purchase Agreement (the “MIPA”) with FLOW, IVF Science, LLC, a Wisconsin limited liability company (“IVF Science”), owned by Wael Megid, Ph.D. (“Dr. Megid”), and Dr. Elizabeth Pritts as trustee for the Elizabeth Pritts Revocable List Trust, a Trust created under the laws of the State of Wisconsin (each, a “Selling Member” and collectively, the “Selling Members”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1417926/000149315223008197/0001493152-23-008197-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"FLOW, IVF Science, LLC, and Dr. Elizabeth Pritts as trustee for the Elizabeth Pritts Revocable List Trust"},{"label":"Effective","value":"2023-03-16"}],"fact_type":"material_agreement"},{"claim_id":"791a9d522fee3d6c23edcb3ea59499579125a6c8","claim":"INVO Fertility, Inc. entered into Asset Purchase Agreement with WFRSA and The Elizabeth Pritts Revocable Living Trust (effective 2023-03-16).","evidence_excerpt":"On March 16, 2023, Buyer entered into an Asset Purchase Agreement (the “APA”) with WFRSA and The Elizabeth Pritts Revocable Living Trust (the “Seller,” together with the WFRSA, the “Seller Parties”) pursuant to which Buyer agreed to acquire the Purchased Assets (as defined in the APA) related to WFRSA’s business.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1417926/000149315223008197/0001493152-23-008197-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"asset purchase"},{"label":"Counterparty","value":"WFRSA and The Elizabeth Pritts Revocable Living Trust"},{"label":"Effective","value":"2023-03-16"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}