---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-23-023175"
form_type: "8-K/A"
ticker: "IVF"
cik: "0001417926"
company_name: "INVO Fertility, Inc."
filed_at: "2023-06-30T23:59:59+00:00"
generated_at: "2026-06-13T13:51:07.389305+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# INVO pro forma shows $6.2M revenue and $9.2M net loss for combined WFI acquisition in FY2022

## Summary
- Combined pro forma revenue for FY2022: $6.20M ($822k INVO + $5.38M WFI); net loss of $9.21M vs INVO standalone loss of $10.89M.
- Total purchase consideration of $10M, with $2.5M upfront and $7.5M payable over three years; sellers may take stock at set prices.
- Preliminary goodwill of $10.06M recorded; purchase price allocation subject to final valuation within 12 months.
- Pro forma for Q1 2023: combined revenue $1.69M, net loss $2.09M; compared to INVO standalone revenue $0.35M and loss $2.55M.
- WFI (WFRSA + FLOW) had audited FY2022 revenue of $5.38M and net income of $1.68M on a standalone basis.

## SEC filing metadata
- accession: 0001493152-23-023175
- form_type: 8-K/A
- ticker: IVF
- cik: 0001417926
- company_name: INVO Fertility, Inc.
- filed_at: 2023-06-30T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1417926/000149315223023175/0001493152-23-023175-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1417926/000149315223023175/form8-ka.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-23-023175
- JSON: https://secwatch.observer/filing/0001493152-23-023175.json
- Plain text: https://secwatch.observer/filing/0001493152-23-023175.txt

## Key facts
- Material Agreements
  INVO Fertility, Inc. entered into Asset Purchase Agreement with WFRSA and The Elizabeth Pritts Revocable Living Trust (effective 2023-03-16).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: WFRSA and The Elizabeth Pritts Revocable Living Trust
  - 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/1417926/000149315223023175/0001493152-23-023175-index.htm
- Material Agreements
  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 valued at $2,000,000 (effective 2023-03-16).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: FLOW, IVF Science, LLC, and Dr. Elizabeth Pritts as trustee for the Elizabeth Pritts Revocable List Trust
  - 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, a Trust created under the laws of the State of Wisconsin (each, a “Selling Member” and collectively, the “Selling Members”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1417926/000149315223023175/0001493152-23-023175-index.htm

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