{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-23-027193","form_type":"8-K","ticker":"IVF","cik":"0001417926","company_name":"INVO Fertility, Inc.","filed_at":"2023-08-08T23:59:59+00:00","discovered_at":"2026-05-14T18:03:33.862351+00:00","generated_at":"2026-06-12T01:26:15.966910+00:00","sec_items":["1.01","2.04","3.02","7.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"INVO Bioscience closes $4.5M public offering of units; proceeds fund acquisition and debt repayment","bullets":["Sold 1,580,000 units at $2.85/unit; each unit = 1 share + 2 warrants exercisable at $2.85 for 5 years.","Gross proceeds of ~$4.5M; placement agent Maxim Group LLC received 7% cash fee and warrants for 110,600 shares at $3.14.","Proceeds allocated: up to $2.125M for Wisconsin Fertility Institute acquisition, $1M to Armistice, $543,750 to Cedar Advance LLC, ~$100k to Peak One, ~$40k to First Fire.","Officers, directors, and 5%+ holders agreed to 6-month lock-up on stock sales without consent.","Offering closed August 8, 2023; securities registered on Form S-1 (File No. 333-273174) effective August 3."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-23-027193","json":"https://secwatch.observer/filing/0001493152-23-027193.json","markdown":"https://secwatch.observer/filing/0001493152-23-027193.md","text":"https://secwatch.observer/filing/0001493152-23-027193.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1417926/000149315223027193/0001493152-23-027193-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1417926/000149315223027193/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-12T01:26:15.966910+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":"00118b71f4d1fa534f9df3bb6c135015bb9671ed","claim":"INVO Fertility, Inc. entered into Placement Agency Agreement with Maxim Group LLC (effective 2023-08-04).","evidence_excerpt":"Also in connection with the Offering, on August 4, 2023, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Maxim Group LLC (the “Placement Agent”), pursuant to which (i) the Placement Agent agreed to act as placement agent on a “best efforts” basis in connection with the Offering and (ii) the Company agreed to pay the Placement Agent an aggregate fee equal to 7.0% of the gross proceeds raised in the offering (or 5.0% in the case of certain investors) and warrants to purchase up to 110,600 shares of Common Stock at an exercise price of $3.14 per share (the “Placement Agent Warrants”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1417926/000149315223027193/0001493152-23-027193-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"underwriting"},{"label":"Counterparty","value":"Maxim Group LLC"},{"label":"Effective","value":"2023-08-04"}],"fact_type":"material_agreement"},{"claim_id":"74fdab90e2f3a1eb4ee0923c21ff120db3eabc13","claim":"INVO Fertility, Inc. entered into Purchase Agreement with certain institutional and other investors valued at approximately $4.5 million (effective 2023-08-04).","evidence_excerpt":"On August 4, 2023, INVO Bioscience, Inc., a Nevada corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional and other investors, pursuant to which the Company agreed to issue and sell to such investors in a public offering (the “Offering”), 1,580,000 units (the “Units”) at a price of $2.85 per Unit, with each Unit consisting of (i) one share) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company, and (ii) two common stock purchase warrants (the “Warrants”), each exercisable for one share of Common Stock.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1417926/000149315223027193/0001493152-23-027193-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"certain institutional and other investors"},{"label":"Value","value":"approximately $4.5 million"},{"label":"Effective","value":"2023-08-04"}],"fact_type":"material_agreement"},{"claim_id":"dcdc39f400a262f17a981af908385c69535f212d","claim":"INVO Fertility, Inc. entered into Warrant Agent Agreement with Transfer Online, Inc. (effective 2023-08-08).","evidence_excerpt":"On August 8, 2023, the Company entered into a warrant agency agreement (the “Warrant Agent Agreement”), with Transfer Online, Inc. appointing Transfer Online, Inc. as Warrant Agent for the Warrants.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1417926/000149315223027193/0001493152-23-027193-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"Transfer Online, Inc."},{"label":"Effective","value":"2023-08-08"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}