UNITED STATES
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FORM
CURRENT REPORT
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Item 2.01 Complete of Acquisition or Disposition of Assets.
Effective June 2, 2025, INVO Fertility, Inc., a Nevada corporation (the “Company”) consummated the divestiture of a majority of its holdings in NAYA Therapeutics Inc., a Delaware Corporation (“NTI”). Prior to the consummation of the divestiture, NTI was a wholly-owned subsidiary of the Company.
As previously reported on the Company’s Current Report on Form 8-K filed on May 30, 2025, the Company provided notice to holders of the Company’s Series C-1 Non-Voting Convertible Preferred Stock (“Series C-1 Preferred”) that the Company had elected to redeem all outstanding shares of Series C-1 Preferred (including any accrued but unpaid dividends) at a redemption price of 113.855837742504 shares of Class A Common Stock of NTI for each share of C-1 Preferred being redeemed. Immediately, prior to the redemption, the Company was the holder of 3,227,813 shares of Class A Common Stock of NTI, representing all outstanding common shares of NTI. The completion of the redemption of the Series C-1 Preferred became effective on June 2, 2025. (The Company previously reported that the redemption became effective on May 31, 2025; however, as May 31, 2025 fell on a weekend, the redemption became effective on the following business day, June 2, 2025.)
Following the completion of the redemption, the Company was no longer a holder of common shares of NTI and had completed the divestiture of a majority of its holdings in NTI. The Company retained 6,300 shares of Series A Preferred Stock of NTI, which represents 19.9% of the outstanding common stock on an as-if converted basis. In addition, on May 28, 2025, NTI issued a secured convertible promissory note in the principal amount of $4,803,175 to us.
Item 9.01. Financial Statements and Exhibits.
| (b) | Pro Forma Financial Information |
| (i) | The unaudited consolidated pro forma Balance Sheet of INVO Fertility, Inc. as of March 31, 2025; and | |
| (ii) | The unaudited consolidated pro forma Statements of Operations of INVO Fertility, Inc. for the for the three month period ended March 31, 2025 and for the fiscal year ended December 31, 2024. |
The unaudited pro forma financial statements as referenced above presented herein are for illustrative purpose only to reflect the transaction reported under Item 2.01 above. The pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable, and should be read in conjunction with the historical financial statements of INVO Fertility, Inc. The unaudited pro forma information is not necessarily indicative of the future financial position or operating results of the company after disposition of the assets set forth in Item 2.01 above.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Pro Forma Financial Information listed in Item 9.01 above. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document.) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 6, 2025 | INVO FERTILITY, INC. |
| /s/ Steven Shum | |
| Steven Shum | |
| Chief Executive Officer |
Exhibit 99.1
INVO FERTILITY, INC.
UNAUDITED PRO FORMA FINANCIAL STATEMENTS
NTI Divestiture
Effective June 2, 2025, INVO Fertility, Inc., a Nevada corporation (the “Company) consummated the divestiture (the “NTI Divestiture”) of a majority of its holdings in NAYA Therapeutics Inc., a Delaware Corporation (“NTI”). Prior to the consummation of the divestiture, NTI was a wholly-owned subsidiary of the Company.
On May 28, 2025, the Company provided notice to holders of the Company’s Series C-1 Non-Voting Convertible Preferred Stock (“Series C-1 Preferred”) that the Company had elected to redeem all outstanding shares of Series C-1 Preferred (including any accrued but unpaid dividends) at a redemption price of 113.855837742504 shares of Class A Common Stock of NTI for each share of C-1 Preferred being redeemed. Immediately, prior to the redemption, the Company was the holder of 3,227,813 shares of Class A Common Stock of NTI, representing all outstanding common shares of NTI. The completion of the redemption of the Series C-1 Preferred became effective on June 2, 2025. (The Company previously reported that the redemption became effective on May 31, 2025; however, as May 31, 2025 fell on a weekend, the redemption became effective on the following business day, June 2, 2025.)
Following the completion of the redemption, the Company was no longer a holder of common shares of NTI and had completed the divestiture of a majority of its holdings in NTI. The Company retained 6,300 shares of Series A Preferred Stock of NTI, which represents 19.9% of the outstanding common stock on an as-if converted basis. In addition, on May 28, 2025, NTI issued a secured convertible promissory note in the principal amount of $4,803,175 to us.
Pro Forma Financial Statements
The following unaudited pro forma consolidated financial statements are based on the Company’s historical consolidated financial statements. The unaudited pro forma consolidated statements of operations for the three months ended March 31, 2025 and the year ended December 31, 2024 give effect to the NTI Divestiture as if it had occurred on January 1, 2024. The unaudited pro forma balance sheet as of March 31, 2025 gives effect to the NTI Divestiture as if it had occurred on March 31, 2025.
The unaudited pro forma balance sheet and unaudited statement of operations are presented for informational purposes only and do not purport to be indicative of the combined financial condition that would have resulted if the divestiture would have occurred on January 1, 2024.
The unaudited pro forma financial statements should be read together with the Company’s historical financial statements, which are included in its latest Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.
INVO FERTILITY, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
(UNAUDITED)
AS OF MARCH 31, 2025
| INVO As Reported | NTI Divestiture (a) | Pro Forma Transaction Adjustments | INVO Pro Forma | |||||||||||||
| ASSETS | ||||||||||||||||
| Current assets | ||||||||||||||||
| Cash | $ | 840,407 | $ | (2,094 | ) | $ | - | $ | 838,313 | |||||||
| Accounts receivable | 173,614 | - | - | 173,614 | ||||||||||||
| Inventory | 216,458 | - | - | 216,458 | ||||||||||||
| Prepaid expenses and other current assets | 338,643 | (1,200 | ) | - | 337,443 | |||||||||||
| Total current assets | 1,569,122 | (3,294 | ) | - | 1,565,828 | |||||||||||
| Property and equipment, net | 451,247 | - | - | 451,247 | ||||||||||||
| Lease right of use | 2,222,706 | - | - | 2,222,706 | ||||||||||||
| Intangible assets, net | 17,899,556 | (14,828,000 | ) | - | 3,071,556 | |||||||||||
| Goodwill | 8,890,624 | (3,011,638 | ) | - | 5,878,986 | |||||||||||
| Note receivable | - | - | 4,803,175 | (b) | 4,803,175 | |||||||||||
| Equity investments | 710,855 | - | 2,446,349 | (c) | 3,157,204 | |||||||||||
| Total assets | $ | 31,744,110 | $ | (17,842,932 | ) | $ | 7,249,524 | $ | 21,150,702 | |||||||
| LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ EQUITY | ||||||||||||||||
| Current liabilities | ||||||||||||||||
| Accounts payable and accrued liabilities | $ | 4,785,477 | $ | (2,636,214 | ) | $ | 150,000 | (d) | $ | 2,299,263 | ||||||
| Accrued compensation | 1,866,241 | (1,546,717 | ) | - | 319,524 | |||||||||||
| Convertible notes payable – current portion, net | 4,498,912 | (359,778 | ) | - | 4,139,134 | |||||||||||
| Notes payable - related party, net | 880,000 | - | - | 880,000 | ||||||||||||
| Deferred revenue | 725,330 | - | - | 725,330 | ||||||||||||
| Lease liability, current portion | 247,750 | - | - | 247,750 | ||||||||||||
| Additional payments for acquisition, current portion | 5,000,000 | - | - | 5,000,000 | ||||||||||||
| Other current liabilities | 715,245 | (60,000 | ) | - | 655,245 | |||||||||||
| Total current liabilities | 18,718,955 | (4,602,709 | ) | 150,000 | 14,266,246 | |||||||||||
| Notes payable, net of current portion | 1,086,132 | - | - | 1,086,132 | ||||||||||||
| Lease liability, net of current portion | 2,124,736 | - | - | 2,124,736 | ||||||||||||
| Additional payments for acquisition, net of current portion | 2,500,000 | - | - | 2,500,000 | ||||||||||||
| Total liabilities | $ | 24,429,823 | $ | (4,602,709 | ) | $ | 150,000 | $ | 19,977,114 | |||||||
| Mezzanine equity | ||||||||||||||||
| Series C-2 Preferred Stock $1,000.00 par value; 8,576 shares authorized; 4,576 and 8,576 issued and outstanding as of March 31, 2025 and December 31, 2024, respectively | $ | 3,978,922 | $ | - | $ | - | $ | 3,978,922 | ||||||||
| Stockholders’ equity (deficit) | ||||||||||||||||
| Series C-1 Preferred Stock, $1,000.00 par value; 30,375 shares authorized; 30,375 and 30,375 issued and outstanding as of March 31, 2025 and December 31, 2024, respectively | 30,375,000 | - | (30,375,000 | )(e) | - | |||||||||||
| Common Stock, $.0001 par value; 4,166,667 shares authorized; 746,227 and 373,021 issued and outstanding as of March 31, 2025 and December 31, 2024, respectively | 74 | - | - | 74 | ||||||||||||
| Additional paid-in capital | 57,833,740 | - | 26,218,273 | (e) | 84,052,013 | |||||||||||
| Accumulated deficit | (84,873,449 | ) | (13,240,223 | ) | 11,256,251 | (d)(f) | (86,857,421 | ) | ||||||||
| Total equity (deficit) | 3,335,365 | (13,240,223 | ) | 7,099,524 | (2,805,334 | ) | ||||||||||
| Total liabilities, mezzanine equity, and stockholders’ equity | $ | 31,744,110 | $ | (17,842,932 | ) | $ | 7,249,524 | $ | 21,150,702 | |||||||
INVO FERTILITY, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2025
| INVO As Reported | NTI Divestiture (a) | Pro Forma Adjustments | INVO Pro Forma | |||||||||||||
| Revenue: | ||||||||||||||||
| Clinic revenue | $ | 1,621,553 | $ | - | $ | - | $ | 1,621,553 | ||||||||
| Product revenue | 15,632 | - | - | 15,632 | ||||||||||||
| Total revenue | 1,637,185 | - | - | 1,637,185 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Cost of revenue | 1,044,929 | - | - | 1,044,929 | ||||||||||||
| Selling, general and administrative | 2,554,474 | (959,113 | ) | - | 1,595,361 | |||||||||||
| Research and development | 265,663 | (265,663 | ) | - | - | |||||||||||
| Impairment loss | 14,645,069 | - | - | 14,645,069 | ||||||||||||
| Depreciation and amortization | 234,462 | - | - | 234,462 | ||||||||||||
| Total operating expenses | 18,744,597 | (1,224,776 | ) | - | 17,519,821 | |||||||||||
| Loss from operations | (17,107,412 | ) | 1,224,776 | - | (15,882,636 | ) | ||||||||||
| Other income (expense): | ||||||||||||||||
| Gain (loss) from equity method investment | 15,096 | - | - | 15,096 | ||||||||||||
| Interest expense | (311,270 | ) | 3,431 | - | (307,839 | ) | ||||||||||
| Total other income (expense) | (296,174 | ) | 3,431 | - | (292,743 | ) | ||||||||||
| Net loss | $ | (17,403,586 | ) | $ | 1,228,207 | $ | - | $ | (16,175,379 | ) | ||||||
| Net loss per common share: | ||||||||||||||||
| Basic | $ | (12.53 | ) | $ | - | $ | - | $ | (11.64 | ) | ||||||
| Diluted | $ | (12.53 | ) | $ | - | $ | - | $ | (11.64 | ) | ||||||
| Weighted average number of common shares outstanding: | ||||||||||||||||
| Basic | 1,389,141 | - | - | 1,389,141 | ||||||||||||
| Diluted | 1,389,141 | - | - | 1,389,141 | ||||||||||||
INVO FERTILITY, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 2024
| INVO As Reported | NTI Divestiture (a) | Pro Forma Adjustments | INVO Pro Forma | |||||||||||||
| Revenue: | ||||||||||||||||
| Clinic revenue | $ | 6,450,431 | $ | - | $ | - | $ | 6,450,431 | ||||||||
| Product revenue | 81,569 | - | - | 81,569 | ||||||||||||
| Total revenue | 6,532,000 | - | - | 6,532,000 | ||||||||||||
| Operating expenses | ||||||||||||||||
| Cost of revenue | 3,657,766 | - | - | 3,657,766 | ||||||||||||
| Selling, general and administrative | 9,078,804 | (960,892 | ) | (150,000 | )(d) | 7,967,912 | ||||||||||
| Research and development | 489,660 | (484,780 | ) | - | 4,880 | |||||||||||
| Loss on disposal of assets | 511,663 | - | (1,833,972 | )(f) | (1,322,309 | ) | ||||||||||
| Depreciation and amortization | 919,603 | - | - | 919,603 | ||||||||||||
| Total operating expenses | 14,657,496 | (1,445,672 | ) | (1,983,972 | ) | 11,227,852 | ||||||||||
| Loss from operations | (8,125,496 | ) | 1,445,672 | 1,983,972 | (4,695,852 | ) | ||||||||||
| Other income (expense): | ||||||||||||||||
| Gain from equity method investment | 9,045 | - | - | 9,045 | ||||||||||||
| Gain on lease termination | 94,551 | - | - | 94,551 | ||||||||||||
| Loss from debt extinguishment | (40,491 | ) | - | - | (40,491 | ) | ||||||||||
| Interest expense | (1,056,360 | ) | 3,212 | - | (1,053,148 | ) | ||||||||||
| Total other income (expense) | (993,255 | ) | 3,212 | - | (990,043 | ) | ||||||||||
| Loss before income taxes | (9,118,751 | ) | 1,448,884 | 1,983,972 | (5,685,895 | ) | ||||||||||
| Provision for income taxes | (22,913 | ) | - | - | (22,913 | ) | ||||||||||
| Net loss | $ | (9,095,838 | ) | $ | 1,448,884 | $ | 1,983,972 | $ | (5,662,982 | ) | ||||||
| Common stock warrants deemed dividends | (250,635 | ) | - | - | (250,635 | ) | ||||||||||
| Net loss attributable to common shareholders | $ | (9,346,473 | ) | $ | 1,448,884 | $ | 1,983,972 | $ | (5,913,617 | ) | ||||||
| Net loss per common share: | ||||||||||||||||
| Basic | $ | (29.25 | ) | $ | - | $ | - | $ | (19.10 | ) | ||||||
| Diluted | $ | (29.25 | ) | $ | - | $ | - | $ | (19.10 | ) | ||||||
| Weighted average number of common shares outstanding: | ||||||||||||||||
| Basic | 309,539 | - | - | 309,539 | ||||||||||||
| Diluted | 309,539 | - | - | 309,539 | ||||||||||||
INVO FERTILITY, INC.
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Basis of presentation
The unaudited pro forma consolidated financial statements are based on the Company’s historical consolidated financial statements as adjusted to give effect to the transaction accounting adjustments in accordance with U.S. generally accepted accounting principles (“GAAP”) to reflect the disposition of NTI and related transactions.
The pro forma consolidated financial statements do not necessarily reflect what the Company’s financial condition or results of operations would have been had the NTI Divestiture occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of operations of the Company. The actual financial position and results of operations may differ significantly from the amounts reflected herein due to a variety of factors.
Note 2 - Transaction Accounting Adjustments
The transaction accounting adjustments included in the unaudited pro forma condensed consolidated financial statements related to the NTI Divestiture include the following:
| (a) | Reflects the disposition of the operations, assets, liabilities and equity of the NTI in accordance with ASC 205. | |
| (b) | Secured convertible promissory note in the principal amount of $4,803,175. | |
| (c) | Estimated value of 6,300 shares of Series A Preferred Stock of NTI. | |
| (d) | Reflects the estimated incremental non-recurring transaction costs expected to be incurred by the Company that have not been recognized in the historical financial statements. These costs consist of legal costs. The adjustment is recorded in the earliest period presented and the related accrued expense is also reflected in the unaudited pro forma consolidated balance sheet. | |
| (e) | Estimated value of 28,350 shares of INVO Series C-1 Preferred Stock redeemed for 3,227,813 shares of Class A Common Stock of NTI. | |
| (f) | Adjustment reflects the estimated loss on disposal. The actual net loss on the disposition will be recorded in the Company’s financial statements for the second quarter of 2025 and may differ from the current estimate. |