---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-23-021942"
form_type: "8-K/A"
ticker: "IVF"
cik: "0001417926"
company_name: "INVO Fertility, Inc."
filed_at: "2023-06-21T23:59:59+00:00"
generated_at: "2026-06-13T19:54:07.686284+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# INVO Bioscience acquires Wisconsin Fertility Institute for $10 million in installment deal

## Summary
- Purchase price of $10 million payable in four annual installments of $2.5 million each, with potential offset against certain liabilities.
- Sellers can elect to receive INVO common stock for the final three installments at fixed values of $6.25, $9.09, and $14.29 per share.
- Acquired entities WFRSA and FLOW reported combined revenue of $5.3 million (2022) and $5.7 million (2021), with net income of $1.7 million and $2.3 million respectively.
- Transaction expected to close in Q2 2023; includes a five-year non-compete and non-solicitation provisions for sellers.
- Filing includes audited combined financials for years ended Dec 2022 and 2021, and unaudited for March 2023, as well as pro forma statements.

## SEC filing metadata
- accession: 0001493152-23-021942
- form_type: 8-K/A
- ticker: IVF
- cik: 0001417926
- company_name: INVO Fertility, Inc.
- filed_at: 2023-06-21T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1417926/000149315223021942/0001493152-23-021942-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1417926/000149315223021942/form8-ka.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-23-021942
- JSON: https://secwatch.observer/filing/0001493152-23-021942.json
- Plain text: https://secwatch.observer/filing/0001493152-23-021942.txt

## Key facts
- Material Agreements
  INVO Fertility, Inc. entered into Asset Purchase Agreement with WFRSA and The Elizabeth Pritts Revocable Living Trust valued at $500,000 less Target Closing Date Debt less the Holdback Amount of $280,000 (effective 2023-03-16).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: WFRSA and The Elizabeth Pritts Revocable Living Trust
  - Value: $500,000 less Target Closing Date Debt less the Holdback Amount of $280,000
  - Effective: 2023-03-16
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1417926/000149315223021942/0001493152-23-021942-index.htm
- Material Agreements
  INVO Fertility, Inc. entered into Membership Interest Purchase Agreement with FLOW, IVF Science, LLC, and certain selling members valued at $2,000,000 (effective 2023-03-16).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: FLOW, IVF Science, LLC, and certain selling members
  - Value: $2,000,000
  - Effective: 2023-03-16
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1417926/000149315223021942/0001493152-23-021942-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.