---
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"
generated_at: "2026-05-16T00:45:55.905480+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# INVO Fertility closes acquisition of Family Beginnings clinic for $760K (cash + preferred stock)

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.01, 5.03, 3.02, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-26-007830
- JSON: https://secwatch.observer/filing/0001493152-26-007830.json
- Plain text: https://secwatch.observer/filing/0001493152-26-007830.txt

## Key facts
- Equity Issuances
  INVO Fertility, Inc. issued 400 shares of the Company's Series D Non-Voting Convertible Preferred Stock of preferred stock to the Seller.
  - Security: preferred stock
  - Shares: 400 shares of the Company's Series D Non-Voting Convertible Preferred Stock
  - Purchaser: the Seller
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1417926/000149315226007830/0001493152-26-007830-index.htm
- Governance Changes
  INVO Fertility, Inc.: Filed Series D Certificate of Designation to establish rights, preferences, and privileges of Series D Preferred Stock (effective 2026-02-18).
  - Change: charter amendment
  - Effective: 2026-02-18
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1417926/000149315226007830/0001493152-26-007830-index.htm
- M&A Transactions
  INVO Fertility, Inc. completed an acquisition involving Family Beginnings P.C. (the Clinic) for $760,000 (closed 2026-02-18).
  - Action: acquisition
  - Counterparty: Family Beginnings P.C. (the Clinic)
  - Consideration: $760,000
  - Closing: 2026-02-18
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1417926/000149315226007830/0001493152-26-007830-index.htm

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