{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-23-024463","form_type":"8-K","ticker":"IVF","cik":"0001417926","company_name":"INVO Fertility, Inc.","filed_at":"2023-07-13T23:59:59+00:00","discovered_at":"2026-05-14T18:03:33.861269+00:00","generated_at":"2026-06-13T08:41:16.300104+00:00","sec_items":["1.01","2.03","3.01","3.02","9.01"],"event_type":"regulatory","sentiment":"negative","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"INVO Bioscience Enters Acquisition Closing Agreements, Obtains $100K Loan, and Faces Nasdaq Delisting Notice","bullets":["Entered closing agreements to complete acquisition of Wisconsin Fertility Institute and Fertility Labs of Wisconsin by July 31, 2023, paying $10K and $40K in fees.","Obtained $100K loan from related-party JAG Multi Investments LLC, with a warrant for 150,000 shares at $0.189, and extended repayment of prior $500K loans to Sept 30, 2023.","Received Nasdaq delisting notice on July 11, 2023 for failure to meet minimum bid price rule; plans to submit compliance plan to the Hearing Panel.","Amended prior asset purchase agreements to adjust stock consideration for future stock splits or combinations."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-23-024463","json":"https://secwatch.observer/filing/0001493152-23-024463.json","markdown":"https://secwatch.observer/filing/0001493152-23-024463.md","text":"https://secwatch.observer/filing/0001493152-23-024463.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1417926/000149315223024463/0001493152-23-024463-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1417926/000149315223024463/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-13T08:41:16.300104+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":"c3c52a079918641675797b6cd8c7e6a9416e4baf","claim":"INVO Fertility, Inc. incurred loan of $100,000 with JAG Multi Investments LLC at interest free until August 31, 2023, then 10% annual interest maturing demand promissory note.","evidence_excerpt":"uly 10, 2023, the Company entered into a letter agreement (the “Agreement”) with JAG Multi Investments LLC (“JAG”), a related party to Andrea Goren, our CFO, who is a beneficiary of JAG but does not have any control over JAG’s investment decisions","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1417926/000149315223024463/0001493152-23-024463-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"loan"},{"label":"Principal","value":"$100,000"},{"label":"Counterparty","value":"JAG Multi Investments LLC"},{"label":"Rate","value":"interest free until August 31, 2023, then 10% annual interest"},{"label":"Maturity","value":"demand promissory note"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"c90a5894cfa4f5d1009cb681380f133dc9ffb528","claim":"INVO Fertility, Inc. amended loan of $500,000 with JAG Multi Investments LLC maturing extended to September 30, 2023.","evidence_excerpt":"the date on which JAG can demand payment of principal, fees and any interest under those certain demand promissory previously issued to JAG by the Company for a total of $500,000, of which JAG may demand payment of $500,000 as of the date hereof, be extended to September 30, 2023","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1417926/000149315223024463/0001493152-23-024463-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"loan"},{"label":"Principal","value":"$500,000"},{"label":"Counterparty","value":"JAG Multi Investments LLC"},{"label":"Maturity","value":"extended to September 30, 2023"},{"label":"Event","value":"amendment"}],"fact_type":"debt_financing"},{"claim_id":"3c3cdccfdfc0f61b4f3e0a5e5925e19b01780b28","claim":"INVO Fertility, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).","evidence_excerpt":"July 11, 2023, the Company received a notice from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that, based upon the Company’s non-compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Rule”), as of July 10, 2023, the Nasdaq Hearing Panel (the “Panel”) will consider such non-compliance in its decision regarding the Company’s continued listing on Nasdaq. The Company plans to timely submit to the Panel confirmation of its plan to regain compliance under the Rule, providing similar information to that present","evidence_source":"SEC 8-K Item 3.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1417926/000149315223024463/0001493152-23-024463-index.htm","confidence":0.9,"family_label":"Listing & Compliance Notices","details":[{"label":"Exchange","value":"nasdaq"},{"label":"Notice","value":"deficiency notice"},{"label":"Deficiency","value":"minimum bid price"},{"label":"Rules","value":"5550(a)(2)"}],"fact_type":"exchange_compliance_notice"},{"claim_id":"0d694817ce2489c186287dbebdf0dd6b98d1ec3c","claim":"INVO Fertility, Inc. entered into MIPA Closing Agreement with FLOW Sellers valued at $40,000 (effective 2023-07-07).","evidence_excerpt":"On July 7, 2023, Buyer entered into a closing agreement (the “MIPA Closing Agreement”) with Fertility Labs of Wisconsin, LLC, a Wisconsin limited liability company (“FLOW”), IVF Science, LLC and Dr. Pritts as trustee for the Elizabeth Pritts Revocable Living Trust (each a “FLOW Seller” and collectively the “FLOW Sellers”) and the Sellers’ Representative (as defined in that certain Membership Interest Purchase Agreement dated March 16, 2023 between the parties listed above (the “MIPA”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1417926/000149315223024463/0001493152-23-024463-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"FLOW Sellers"},{"label":"Value","value":"$40,000"},{"label":"Effective","value":"2023-07-07"}],"fact_type":"material_agreement"},{"claim_id":"cf39f0f676e7f6403d030d0a6f6327c3c24c011c","claim":"INVO Fertility, Inc. entered into APA Closing Agreement with Wisconsin Fertility and Reproductive Surgery Associates, S.C., The Elizabeth Pritts Revocable Living Trust, and Dr. Elizabeth Pritts valued at $10,000 (effective 2023-07-07).","evidence_excerpt":"On July 7, 2023, Wood Violet Fertility LLC (“Buyer”), a wholly owned subsidiary of INVO Bioscience, Inc. (the “Company”) entered into a closing agreement (the “APA Closing Agreement”) with Wisconsin Fertility and Reproductive Surgery Associates, S.C., a Wisconsin professional service corporation d/b/a Wisconsin Fertility Institute (“WFRSA”), The Elizabeth Pritts Revocable Living Trust (“Seller”) and Dr. Elizabeth Pritts, an individual and sole trust of Seller (“Dr. Pritts”, and together with the Seller, the “Seller Parties” related to that certain Asset Purchase Agreement dated March 16, 2023 between the parties listed above – the “APA”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1417926/000149315223024463/0001493152-23-024463-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"asset purchase"},{"label":"Counterparty","value":"Wisconsin Fertility and Reproductive Surgery Associates, S.C., The Elizabeth Pritts Revocable Living Trust, and Dr. Elizabeth Pritts"},{"label":"Value","value":"$10,000"},{"label":"Effective","value":"2023-07-07"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}