INVO Fertility amends SPA, exchanges $1.8M debenture for preferred shares, issues inducement shares

INVO Fertility, Inc.

Amendment to SPA allows Holder to exchange up to $10M of C-2 Preferred for Debenture, minimum $200k.
Holder exchanges $1.8M principal plus accrued interest of Debenture for 1,800 shares of C-2 Preferred.
As inducement, Company issues 630 new unregistered C-2 Preferred shares to Holder (35% of exchanged amount).
Company agrees to 30-trading-day standstill on share issuances and one-year ban on Variable Rate Transactions.
On June 26, 2025, Holder exercised $500k AIR for cash; conversion price adjusted to $0.95 per share.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

INVO Fertility, Inc.: Filed Certificate of Amendment to Certificate of Designation of Series C-2 Convertible Preferred Stock, amending rights, preferences, and privileges of the C-2 Preferred, authorizing 20,000 shares with a stated value of $1,000 per share, adjusting conversion price, and setting dividend and liquidati (effective 2025-06-27).

Change: charter amendment
Effective: 2025-06-27

Exact text from the filing

On June 27, 2025, we filed with the Nevada Secretary of State a Certificate of Amendment to Certificate of Designation of the Series C-2 Non-Voting Convertible Preferred Stock of the Company (the “ Certificate of Amendment ”), which amends and restates the rights, preferences, and privileges of the C-2 Preferred.

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INVO Fertility, Inc. filing history →

Source: SEC EDGAR

accession 0001641172-25-017280

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