{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-26-007830","form_type":"8-K","ticker":"IVF","cik":"0001417926","company_name":"INVO Fertility, Inc.","filed_at":"2026-02-24T23:59:59+00:00","discovered_at":"2026-05-14T18:02:35.033402+00:00","generated_at":"2026-05-16T00:45:55.905480+00:00","sec_items":["1.01","2.01","5.03","3.02","8.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"INVO Fertility closes acquisition of Family Beginnings clinic for $760K (cash + preferred stock)","bullets":["Total purchase price $760K: $360K cash (net $210K after $150K holdback) plus 400 shares of Series D Preferred ($400K).","Clinic generated ~$1M revenue and ~$0.2M net income for 9 months ended Sep 30, 2025 (18% of INVO's clinic revenue).","Dr. James Donahue to continue leading clinic under multi-year agreement; existing care team remains in place.","Series D Preferred convertible at $1.20/share, subject to anti-dilution adjustments, with 4.99% beneficial ownership cap.","Lease for 4,387 sq ft at 8435 Clearvista Plaza, Indianapolis; $132,398.61 annual rent with 2% annual escalator."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-007830","json":"https://secwatch.observer/filing/0001493152-26-007830.json","markdown":"https://secwatch.observer/filing/0001493152-26-007830.md","text":"https://secwatch.observer/filing/0001493152-26-007830.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1417926/000149315226007830/0001493152-26-007830-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1417926/000149315226007830/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T00:45:55.905480+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":"3e236304a6127983722d02a60b4ed73ee7e9b393","claim":"INVO Fertility, Inc. issued 400 shares of the Company's Series D Non-Voting Convertible Preferred Stock of preferred stock to the Seller.","evidence_excerpt":"On February 18, 2026, the Company issued 400 shares of the Company's Series D Non-Voting Convertible Preferred Stock (the \"Series D Preferred\") to the Seller.","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1417926/000149315226007830/0001493152-26-007830-index.htm","confidence":0.95,"family_label":"Equity Issuances","details":[{"label":"Security","value":"preferred stock"},{"label":"Shares","value":"400 shares of the Company's Series D Non-Voting Convertible Preferred Stock"},{"label":"Purchaser","value":"the Seller"}],"fact_type":"equity_issuance"},{"claim_id":"3039af7434f4a4bfee7dcc71812c5547c561b313","claim":"INVO Fertility, Inc.: Filed Series D Certificate of Designation to establish rights, preferences, and privileges of Series D Preferred Stock (effective 2026-02-18).","evidence_excerpt":"On February 18, 2026, we filed with the Nevada Secretary of State the Series D Certificate of Designation, which sets forth the rights, preferences, and privileges of the Series D Preferred.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1417926/000149315226007830/0001493152-26-007830-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2026-02-18"}],"fact_type":"governance_change"},{"claim_id":"08d3b5175031293771172b78cd5ed220ea672e75","claim":"INVO Fertility, Inc. completed an acquisition involving Family Beginnings P.C. (the Clinic) for $760,000 (closed 2026-02-18).","evidence_excerpt":"On February 18, 2026, the Company, through Buyer, consummated its acquisition (the “Acquisition”) of Family Beginnings P.C. (the “Clinic”) for a combined purchase price of $760,000, of which $360,000 was paid in cash on the closing date (a net amount of $210,000 after a $150,000 holdback) and $400,000 was paid on the closing date in 400 shares of the Company’s Series D Preferred","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1417926/000149315226007830/0001493152-26-007830-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"acquisition"},{"label":"Counterparty","value":"Family Beginnings P.C. (the Clinic)"},{"label":"Consideration","value":"$760,000"},{"label":"Closing","value":"2026-02-18"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}