---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-23-023990"
form_type: "8-K"
ticker: "IVF"
cik: "0001417926"
company_name: "INVO Fertility, Inc."
filed_at: "2023-07-07T23:59:59+00:00"
generated_at: "2026-06-13T10:57:32.355879+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# INVO amends Armistice SPA, pays $1M fee, seeks shareholder vote to lower warrant price

## Summary
- Deleted Section 4.12(a) restriction on equity issuances and registration statements.
- Will pay Armistice $1,000,000 fee within 2 business days of closing a public offering.
- Will seek shareholder approval to reduce existing warrant exercise price to per-unit offering price.
- If no approval at first meeting, will hold meetings every 6 months until approval or warrants expire.
- Entered confession of judgment to Armistice for the $1M fee if not paid by deadline.

## SEC filing metadata
- accession: 0001493152-23-023990
- form_type: 8-K
- ticker: IVF
- cik: 0001417926
- company_name: INVO Fertility, Inc.
- filed_at: 2023-07-07T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1417926/000149315223023990/0001493152-23-023990-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1417926/000149315223023990/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-23-023990
- JSON: https://secwatch.observer/filing/0001493152-23-023990.json
- Plain text: https://secwatch.observer/filing/0001493152-23-023990.txt

## Key facts
- Material Agreements
  INVO Fertility, Inc. amended Armistice Amendment with Armistice Capital Markets Ltd. (effective 2023-07-07).
  - Action: amendment
  - Agreement: equity purchase
  - Counterparty: Armistice Capital Markets Ltd.
  - Effective: 2023-07-07
  source text: On July 7, 2023, INVO Bioscience, Inc., a Nevada corporation (the “Company”), entered into an Amendment to Securities Purchase Agreement (the “Armistice Amendment”) with Armistice Capital Markets Ltd. to delete Section 4.12(a) of our March 23, 2023 Securities Purchase Agreement (the “Armistice SPA”) with Armistice pursuant to which we agreed that from March 23, 2023 until 45 days after the effective date of the Resale Registration Statement (as defined) we would not (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents or (ii) file any registration statement or any amendment or supplement thereto, other than the prospectus supplement filed in connection with that offering and the Resale Registration Statement (the “Subsequent Equity Financing Provision”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1417926/000149315223023990/0001493152-23-023990-index.htm
- Material Agreements
  INVO Fertility, Inc. entered into Payoff Agreement with Armistice Capital Markets Ltd. (effective 2023-07-07).
  - Action: entry
  - Counterparty: Armistice Capital Markets Ltd.
  - Effective: 2023-07-07
  source text: In connection with the Armistice Amendment, the Company also entered into a Payoff Commitment Agreement and Confession of Judgment (the “Payoff Agreement”) with Armistice on July 7, 2023 which provides that if INVO fails to pay the Armistice Amendment Fee when due, the Company confesses judgment in favor of Armistice.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1417926/000149315223023990/0001493152-23-023990-index.htm

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