{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-25-026427","form_type":"8-K","ticker":"IVF","cik":"0001417926","company_name":"INVO Fertility, Inc.","filed_at":"2025-12-05T23:59:59+00:00","discovered_at":"2026-05-14T18:02:39.358652+00:00","generated_at":"2026-05-16T14:13:40.206112+00:00","sec_items":["1.01","3.02","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.65,"calibrated_materiality_score":0.65,"confidence":"high","headline":"INVO Fertility raises $4.0M in private placement of stock and warrants","bullets":["Gross proceeds ~$4.0M from 2,366,864 shares/pre-funded warrants plus 4,733,728 common warrants at $1.69 combined.","Warrants exercisable at $1.69 per share, subject to shareholder approval, expiring five years from approval.","Net proceeds: up to $300k for Family Beginnings acquisition, up to $938k for debt, balance for working capital.","Maxim Group receives 8% placement fee and warrants for 118,343 shares at $2.1125 per share.","Company agrees to 60-day lockup on equity issuance; will file resale registration statement."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-25-026427","json":"https://secwatch.observer/filing/0001493152-25-026427.json","markdown":"https://secwatch.observer/filing/0001493152-25-026427.md","text":"https://secwatch.observer/filing/0001493152-25-026427.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1417926/000149315225026427/0001493152-25-026427-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1417926/000149315225026427/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T14:13:40.206112+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":"1ad3de2ce0b8ed442b0e55331363707e7de521c2","claim":"INVO Fertility, Inc. issued prefunded common stock purchase warrants to purchase 2,131,864 shares of Common Stock, and common stock purchase warrants to purchase 4,733,728 shares of Common of warrant to institutional investor for gross proceeds of approximately $4,000,000.","evidence_excerpt":"On December 2, 2025, INVO Fertility, Inc., a Nevada corporation (the \"Company\"), entered into a securities purchase agreement (the \"Securities Purchase Agreement\") with an institutional investor (the \"Purchaser\"), pursuant to which the Company agreed to issue and sell securities of the Company, in the aggregate amount of approximately $4,000,000, comprised of 235,000 shares (the \"Shares\") of common stock par value $0.0001 per share (the \"Common Stock\"), prefunded common stock purchase warrants to purchase 2,131,864 shares of Common Stock (the \"Pre-Funded Warrants\"), and common stock purchase warrants to purchase 4,733,728 shares of Common Stock (the \"Common Warrants\"), to the Purchaser in a private placement (the \"Private Placement\").","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1417926/000149315225026427/0001493152-25-026427-index.htm","confidence":0.99,"family_label":"Equity Issuances","details":[{"label":"Security","value":"warrant"},{"label":"Shares","value":"prefunded common stock purchase warrants to purchase 2,131,864 shares of Common Stock, and common stock purchase warrants to purchase 4,733,728 shares of Common"},{"label":"Purchaser","value":"institutional investor"},{"label":"Consideration","value":"gross proceeds of approximately $4,000,000"}],"fact_type":"equity_issuance"},{"claim_id":"8d1fb960cac5c6c04c2fe34b92b51499fa2971ff","claim":"INVO Fertility, Inc. issued 235,000 shares of common stock of common stock to institutional investor for gross proceeds of approximately $4,000,000.","evidence_excerpt":"On December 2, 2025, INVO Fertility, Inc., a Nevada corporation (the \"Company\"), entered into a securities purchase agreement (the \"Securities Purchase Agreement\") with an institutional investor (the \"Purchaser\"), pursuant to which the Company agreed to issue and sell securities of the Company, in the aggregate amount of approximately $4,000,000, comprised of 235,000 shares (the \"Shares\") of common stock par value $0.0001 per share (the \"Common Stock\"), prefunded common stock purchase warrants to purchase 2,131,864 shares of Common Stock (the \"Pre-Funded Warrants\"), and common stock purchase warrants to purchase 4,733,728 shares of Common Stock (the \"Common Warrants\"), to the Purchaser in a private placement (the \"Private Placement\").","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1417926/000149315225026427/0001493152-25-026427-index.htm","confidence":0.99,"family_label":"Equity Issuances","details":[{"label":"Security","value":"common stock"},{"label":"Shares","value":"235,000 shares of common stock"},{"label":"Purchaser","value":"institutional investor"},{"label":"Consideration","value":"gross proceeds of approximately $4,000,000"}],"fact_type":"equity_issuance"},{"claim_id":"ccef37bbce96e3aa5af420f14a3be218c84f90f6","claim":"INVO Fertility, Inc. issued warrants to purchase up to 118,343 shares of Common Stock of warrant to placement agent for acting as placement agent.","evidence_excerpt":"the Company agreed to pay the Placement Agent an aggregate fee equal to 8.0% of the gross proceeds raised in the Private Placement and warrants to purchase up to 118,343 shares of Common Stock at an exercise price of $2.1125 per share (the \"Placement Agent Warrants\").","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1417926/000149315225026427/0001493152-25-026427-index.htm","confidence":0.98,"family_label":"Equity Issuances","details":[{"label":"Security","value":"warrant"},{"label":"Shares","value":"warrants to purchase up to 118,343 shares of Common Stock"},{"label":"Purchaser","value":"placement agent"},{"label":"Consideration","value":"acting as placement agent"}],"fact_type":"equity_issuance"},{"claim_id":"2136f1a194530ac9a43c165607b67c685af5f1d0","claim":"INVO Fertility, Inc. entered into Securities Purchase Agreement with institutional investor valued at approximately $4,000,000 (effective 2025-12-02).","evidence_excerpt":"On December 2, 2025, INVO Fertility, Inc., a Nevada corporation (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an institutional investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell securities of the Company, in the aggregate amount of approximately $4,000,000","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1417926/000149315225026427/0001493152-25-026427-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"institutional investor"},{"label":"Value","value":"approximately $4,000,000"},{"label":"Effective","value":"2025-12-02"}],"fact_type":"material_agreement"},{"claim_id":"a0af2f08ba9d7645dd9556a4696ff0bd38916702","claim":"INVO Fertility, Inc. entered into Placement Agency Agreement with Maxim Group LLC (effective 2025-12-02).","evidence_excerpt":"Also in connection with the Private Placement, on December 2, 2025, 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 exclusive placement agent on a “reasonable best efforts” basis in connection with the Private Placement","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1417926/000149315225026427/0001493152-25-026427-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":"2025-12-02"}],"fact_type":"material_agreement"},{"claim_id":"ce3bd7a7efc5fffb6905b3c72469c156ae21d1a4","claim":"INVO Fertility, Inc. entered into Registration Rights Agreement with institutional investor (effective 2025-12-02).","evidence_excerpt":"Further, in connection with the Private Placement, on December 2, 2025, the Company entered into that certain registration rights agreement (the “Registration Rights Agreement”), by and among the Company and the Purchaser, pursuant to which the Company agreed, among other things, to prepare and file with the Securities and Exchange Commission a Registration Statement","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1417926/000149315225026427/0001493152-25-026427-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"institutional investor"},{"label":"Effective","value":"2025-12-02"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}