--- 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" generated_at: "2026-05-16T14:13:40.206112+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.65 calibrated_materiality_score: 0.65 confidence: "high" source: SEC EDGAR --- # INVO Fertility raises $4.0M in private placement of stock and warrants ## Summary - 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. ## SEC filing metadata - 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 - event_type: other_material - sentiment: neutral - materiality_score: 0.65 - calibrated_materiality_score: 0.65 - confidence: high - sec_items: 1.01, 3.02, 8.01, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-25-026427 - JSON: https://secwatch.observer/filing/0001493152-25-026427.json - Plain text: https://secwatch.observer/filing/0001493152-25-026427.txt ## Key facts - Equity Issuances 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. - Security: warrant - Shares: 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 - Purchaser: institutional investor - Consideration: gross proceeds of approximately $4,000,000 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1417926/000149315225026427/0001493152-25-026427-index.htm - Equity Issuances INVO Fertility, Inc. issued 235,000 shares of common stock of common stock to institutional investor for gross proceeds of approximately $4,000,000. - Security: common stock - Shares: 235,000 shares of common stock - Purchaser: institutional investor - Consideration: gross proceeds of approximately $4,000,000 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1417926/000149315225026427/0001493152-25-026427-index.htm - Equity Issuances 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. - Security: warrant - Shares: warrants to purchase up to 118,343 shares of Common Stock - Purchaser: placement agent - Consideration: acting as placement agent source text: 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_url: https://www.sec.gov/Archives/edgar/data/1417926/000149315225026427/0001493152-25-026427-index.htm - Material Agreements INVO Fertility, Inc. entered into Securities Purchase Agreement with institutional investor valued at approximately $4,000,000 (effective 2025-12-02). - Action: entry - Agreement: equity purchase - Counterparty: institutional investor - Value: approximately $4,000,000 - Effective: 2025-12-02 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1417926/000149315225026427/0001493152-25-026427-index.htm - Material Agreements INVO Fertility, Inc. entered into Placement Agency Agreement with Maxim Group LLC (effective 2025-12-02). - Action: entry - Agreement: underwriting - Counterparty: Maxim Group LLC - Effective: 2025-12-02 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1417926/000149315225026427/0001493152-25-026427-index.htm - Material Agreements INVO Fertility, Inc. entered into Registration Rights Agreement with institutional investor (effective 2025-12-02). - Action: entry - Agreement: equity purchase - Counterparty: institutional investor - Effective: 2025-12-02 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1417926/000149315225026427/0001493152-25-026427-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.