---
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"
generated_at: "2026-06-12T01:26:15.966910+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# INVO Bioscience closes $4.5M public offering of units; proceeds fund acquisition and debt repayment

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 2.04, 3.02, 7.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-23-027193
- JSON: https://secwatch.observer/filing/0001493152-23-027193.json
- Plain text: https://secwatch.observer/filing/0001493152-23-027193.txt

## Key facts
- Material Agreements
  INVO Fertility, Inc. entered into Placement Agency Agreement with Maxim Group LLC (effective 2023-08-04).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: Maxim Group LLC
  - Effective: 2023-08-04
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1417926/000149315223027193/0001493152-23-027193-index.htm
- Material Agreements
  INVO Fertility, Inc. entered into Purchase Agreement with certain institutional and other investors valued at approximately $4.5 million (effective 2023-08-04).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: certain institutional and other investors
  - Value: approximately $4.5 million
  - Effective: 2023-08-04
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1417926/000149315223027193/0001493152-23-027193-index.htm
- Material Agreements
  INVO Fertility, Inc. entered into Warrant Agent Agreement with Transfer Online, Inc. (effective 2023-08-08).
  - Action: entry
  - Counterparty: Transfer Online, Inc.
  - Effective: 2023-08-08
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1417926/000149315223027193/0001493152-23-027193-index.htm

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