---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-23-037278"
form_type: "8-K"
ticker: "IVF"
cik: "0001417926"
company_name: "INVO Fertility, Inc."
filed_at: "2023-10-16T23:59:59+00:00"
generated_at: "2026-06-09T23:10:48.066835+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# INVO shareholders approve 8x authorized share increase, reject warrant repricing

## Summary
- Approved increase in authorized common shares from 6.25M to 50M at special meeting Oct 13, 2023.
- Proposal to reduce warrant exercise price from $12.60 to $2.85 failed: 462,694 for, 484,695 against.
- Company filed Certificate of Amendment to effect the share increase.
- Failed warrant repricing may constrain future capital-raising efforts.

## SEC filing metadata
- accession: 0001493152-23-037278
- form_type: 8-K
- ticker: IVF
- cik: 0001417926
- company_name: INVO Fertility, Inc.
- filed_at: 2023-10-16T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1417926/000149315223037278/0001493152-23-037278-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1417926/000149315223037278/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-23-037278
- JSON: https://secwatch.observer/filing/0001493152-23-037278.json
- Plain text: https://secwatch.observer/filing/0001493152-23-037278.txt

## Key facts
- Governance Changes
  INVO Fertility, Inc.: Increased authorized shares of common stock from 6,250,000 to 50,000,000 (effective 2023-10-13).
  - Change: charter amendment
  - Effective: 2023-10-13
  source text: On October 13, 2023, the Company filed a Certificate of Amendment (the “Amendment”) to its Articles of Incorporation to increase its authorized shares of common stock from 6,250,000 shares to 50,000,000 shares.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1417926/000149315223037278/0001493152-23-037278-index.htm
- Shareholder Votes
  INVO Fertility, Inc. shareholders approved Increase the number of authorized shares of common stock from 6,250,000 to 50,000,000 at the 2023-10-13 meeting.
  - Outcome: passed
  - Meeting: 2023-10-13
  source text: On October 13, 2023, the Company held a special meeting of shareholders (the “ Special Meeting ”) for the purpose of holding a shareholder vote on Proposals 1 and 2 set forth below. The total number of shares entitled to vote at the Special Meeting was 2,467,256 and there were present at the Meeting, in person or by proxy, 1,557,601 shares, which constituted a quorum for the Special Meeting. The final results for each of the matters submitted to a vote of shareholders at the Special Meeting, as set forth in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on September 1, 2023, as amended, are as follows: Proposal 1. At the Special Meeting, the shareholders approved an increase to the number of authorized shares of the Company’s common stock from 6,250,000 shares to 50,000,000 shares (the “Authorized Share Increase”). The result of the votes to approve the Authorized Share Increase was as follows : For against abstain Broker Non-Votes 1,364,769
  evidence_url: https://www.sec.gov/Archives/edgar/data/1417926/000149315223037278/0001493152-23-037278-index.htm
- Shareholder Votes
  INVO Fertility, Inc. shareholders rejected Reduce the exercise price of the March 2023 private placement warrants from $12.60 per share to $2.85 per share (for purposes of Nasdaq Marketplace Rule 5635(d)) at the 2023-10-13 meeting.
  - Outcome: failed
  - Meeting: 2023-10-13
  source text: Proposal 2: At the Special Meeting, the shareholders failed to approve, for the purposes of Nasdaq Marketplace Rule 5635(d), the reduction of the exercise price for the March 2023 private placement warrants from $12.60 per share to $2.85 per share (the “Warrant Exercise Price Reduction”). The result of the votes that failed to approve the Warrant Exercise Price Reduction was as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES 462,694 484,695 8,318 601,894
  evidence_url: https://www.sec.gov/Archives/edgar/data/1417926/000149315223037278/0001493152-23-037278-index.htm

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