INVO Fertility, Inc 8-K, filed Nov 17, 2025
INVO Fertility, Inc. (IVF)
About this 8-K
INVO Fertility, Inc filed this 8-K on November 17, 2025.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On November 17, 2025, INVO Fertility, Inc. (the “Company”), issued a press release announcing financial results for the quarter ended September 30, 2025. The text of the press release is furnished as Exhibit 99.1 to this current report.
The information in this Item 2.02 and Exhibit 99.1 hereto shall not be deemed “filed” for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless expressly incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, the information contained in this Item 2.02 and Exhibit 99.1 hereto shall not be incorporated by reference into any Company filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated November 17, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document.) |
| -2- |
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: November 17, 2025 | INVO FERTILITY, INC. |
| /s/ Steven Shum | |
| Steven Shum | |
| Chief Executive Officer |
| -3- |
Exhibit 99.1
INVO Fertility Announces Third Quarter 2025 Financial Results
SARASOTA, Fla., November 17, 2025 — INVO Fertility, Inc. (Nasdaq: IVF) (“INVO Fertility” or the “Company”), a healthcare fertility company focused on the establishment, acquisition and operation of fertility clinics and related businesses and technologies, today announced third quarter 2025 financial results.
Q3 2025 Financial Highlights (all metrics compared to Q3 2024 unless otherwise noted)
| ● | Revenue was $1,757,094, an increase of 23% compared to $1,433,151. | |
| ● | Consolidated clinic revenue from the Company’s INVO Center in Atlanta, Georgia, and fertility clinic in Madison, Wisconsin, increased 21% to $1,722,223, compared to $1,418,011. | |
| ● | Revenue from all clinics, including both consolidated and equity method clinics, was $1,995,007, an increase of 18% compared to $1,686,093. | |
| ● | Net loss was $(2.6) million compared to $(1.6) million. | |
| ● | Adjusted EBITDA (see table included) was $(947,568) compared to $(945,949) in the prior year. |
Operational and Strategic Highlights
| ● | Organic Clinic Growth: The Company achieved strong 23% organic growth during the quarter driven by added increased patient flow at its Wisconsin and Georgia clinics. Initiatives to improve patient awareness, expand geographic reach through telehealth capabilities and increase the comprehensive suite of fertility services all contributed to the growth. | |
| ● | Acquisition Strategy: The Company’s ongoing acquisition efforts have developed a pipeline of fertility clinics that it believes are interested in becoming part of INVO. The Company believes it offers target clinics a compelling opportunity to help build and become part of a public-company platform within the fertility industry. | |
| ● | INVOcell Device Expansion: The Company has expanded clinical and embryology training support and improved pricing for its innovative INVOcell® technology, resulting in 130% year-over-year growth in INVOcell device revenue. This underscores the Company’s dual mission as an innovator of cutting-edge fertility solutions and a provider of compassionate, patient-centered clinical care. | |
| ● | Policy Updates: In October 2025, the U.S. Departments of Labor, Health and Human Services, and the Treasury announced that employers can now offer standalone benefit packages to employees interested in coverage for treatment of infertility, including IVF, representing a large opportunity to expand access to IVF coverage and make fertility more affordable and accessible for patients. | |
| ● | Operational Efficiencies: The Company continues to focus its efforts to improve operating efficiencies at its clinics to drive enhanced profitability. The clinic efficiencies include a recent strategic partnership with Heidi Health to integrate its innovative AI-powered scribe platform. |
Management Commentary
“This quarter showcased meaningful progress across the two core pillars of our growth strategy: strengthening organic performance within our existing operations and advancing accretive acquisition opportunities,” commented Steve Shum, CEO of INVO Fertility. “We saw a robust 18% organic growth across our clinics driven by higher patient volume and increased awareness of our fertility services. This resulted from our enhanced marketing efforts, expanded telehealth reach, and continued investment in a comprehensive suite of fertility offerings, helping more individuals and families access the care they need. At the same time, policy momentum continues to build, with recent federal updates enabling employers to offer standalone infertility benefits—an important step forward in further expanding access to IVF and related treatments nationwide and driving continued strong growth for our industry.”
“We are also executing effectively on our strategic initiatives to scale the business. Our pipeline of target clinics continues to grow, and we expect to complete at least one acquisition in the coming months, as more providers recognize the value of joining our mission to build an exciting, patient-centric platform. And lastly, our INVOcell device expansion initiatives delivered respectable performance, with expanded training support and improved pricing driving 130% year-over-year device revenue growth.”
“Across the organization, we also remain committed to operational efficiency to drive the business toward profitability as we grow,” Shum concluded.
Use of Non-GAAP Measure
Included in this press release is a reconciliation of Adjusted EBITDA. Additional financial tables are included in the Company’s Form 10-Q, which can be found on the Company’s website at invofertility.com/sec-filings or at sec.gov.
Adjusted EBITDA is a non-GAAP measure. This measure is not intended to be a substitute for those financial measures reported in accordance with GAAP. Adjusted EBITDA has been included because management believes that, when considered together with the GAAP figures, it provides meaningful information related to our operating performance and liquidity and can enhance an overall understanding of financial results and trends. Adjusted EBITDA may be calculated by us differently than other companies that disclose measures with the same or similar terms. See our attached financials for a reconciliation of this non-GAAP measure to the nearest GAAP measure.
About INVO Fertility
We are a healthcare services fertility company dedicated to expanding access to assisted reproductive technology (“ART”) care to patients in need. Our principal commercial strategy is focused on building, acquiring, and operating fertility clinics, including “INVO Centers” dedicated primarily to offering the intravaginal culture (“IVC”) procedure enabled by our INVOcell® medical device (“INVOcell”) and US-based, profitable in vitro fertilization (“IVF”) clinics. We have two operational INVO Centers in the United States and one IVF clinic. We also continue to engage in the sale and distribution of INVOcell to third-party owned and operated fertility clinics. INVOcell is a proprietary and revolutionary medical device, and the first to allow fertilization and early embryo development to take place in vivo within the woman’s body. The IVC procedure provides patients with a more connected, intimate, and affordable experience in comparison to other ART treatments. We believe the IVC procedure can deliver comparable results at a fraction of the cost of traditional IVF and is a significantly more effective treatment than intrauterine insemination. For more information, please visit invofertility.com.
Safe Harbor Statement
This release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company invokes the protections of the Private Securities Litigation Reform Act of 1995. All statements regarding our expected future financial position, results of operations, cash flows, financing plans, business strategies, products and services, competitive positions, growth opportunities, plans and objectives of management for future operations, as well as statements that include words such as “anticipate,” “if,” “believe,” “plan,” “estimate,” “expect,” “intend,” “may,” “could,” “should,” “will,” and other similar expressions are forward-looking statements. All forward-looking statements involve risks, uncertainties, and contingencies, many of which are beyond our control, which may cause actual results, performance, or achievements to differ materially from anticipated results, performance, or achievements. Factors that may cause actual results to differ materially from those in the forward-looking statements include those set forth in our filings at www.sec.gov. We are under no obligation to (and expressly disclaim any such obligation to) update or alter our forward-looking statements, whether as a result of new information, future events, or otherwise.
For more information, please contact:
INVO Fertility, Inc.
Steve Shum, CEO
978-878-9505
sshum@invofertility.com
Investor Contact
Lytham Partners, LLC
Robert Blum
602-889-9700
INVO@lythampartners.com
INVO FERTILITY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue: | ||||||||||||||||
| Clinic revenue | $ | 1,722,223 | $ | 1,418,011 | $ | 5,175,870 | $ | 4,763,131 | ||||||||
| Product revenue | 34,871 | 15,140 | 82,063 | 82,903 | ||||||||||||
| Total revenue | 1,757,094 | 1,433,151 | 5,257,933 | 4,846,034 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Cost of revenue | 1,127,749 | 988,465 | 3,266,281 | 2,700,347 | ||||||||||||
| Selling, general and administrative expenses | 2,128,088 | 1,514,593 | 5,878,459 | 5,602,703 | ||||||||||||
| Research and development expenses | - | - | - | 4,880 | ||||||||||||
| Impairment loss | 1,397,353 | |||||||||||||||
| (Gain) loss on disposal of fixed assets | - | - | - | 511,663 | ||||||||||||
| Depreciation and amortization | 136,741 | 230,495 | 540,940 | 687,793 | ||||||||||||
| Total operating expenses | 3,392,578 | 2,733,553 | 11,083,033 | 9,507,386 | ||||||||||||
| Loss from operations | (1,635,484 | ) | (1,300,402 | ) | (5,825,100 | ) | (4,661,352 | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Gain (loss) from equity method investment | 12,827 | (27,372 | ) | 8,012 | (9,422 | ) | ||||||||||
| Gain on lease termination | - | - | - | 94,551 | ||||||||||||
| Loss from debt extinguishment | (876,165 | ) | - | (1,568,435 | ) | (40,491 | ) | |||||||||
| Gain on settlement | - | - | 714,500 | - | ||||||||||||
| Interest expense | (145,803 | ) | (273,629 | ) | (674,967 | ) | (824,536 | ) | ||||||||
| Total other income (expense) | (1,009,141 | ) | (301,001 | ) | (1,520,890 | ) | (779,898 | ) | ||||||||
| Net loss from continuing operations before income taxes | (2,644,625 | ) | (1,601,403 | ) | (7,345,990 | ) | (5,441,250 | ) | ||||||||
| Income taxes | - | 29,259 | - | 31,095 | ||||||||||||
| Net loss from continuing operations | (2,644,625 | ) | $ | (1,630,662 | ) | $ | (7,345,990 | ) | $ | (5,472,345 | ) | |||||
| Loss on disposition of NTI | - | - | (1,534,517 | ) | ||||||||||||
| Loss from discontinued operations of NTI | - | - | (16,452,562 | ) | ||||||||||||
| Net loss | (2,644,625 | ) | (1,630,662 | ) | (25,333,069 | ) | (5,472,345 | ) | ||||||||
| Net loss from continuing operations per common share: | ||||||||||||||||
| Basic | $ | (0.77 | ) | $ | (15.11 | ) | $ | (5.17 | ) | $ | (58.88 | ) | ||||
| Diluted | $ | (0.77 | ) | $ | (15.11 | ) | $ | (5.17 | ) | $ | (58.88 | ) | ||||
| Net loss from discontinued operations per common share: | ||||||||||||||||
| Basic | $ | - | $ | - | $ | (12.66 | ) | $ | - | |||||||
| Diluted | $ | - | $ | - | $ | (12.66 | ) | $ | - | |||||||
| Net loss per common share: | ||||||||||||||||
| Basic | $ | (0.77 | ) | $ | (15.11 | ) | $ | (17.83 | ) | $ | (58.88 | ) | ||||
| Diluted | $ | (0.77 | ) | $ | (15.11 | ) | $ | (17.83 | ) | $ | (58.88 | ) | ||||
| Weighted average number of common shares outstanding: | ||||||||||||||||
| Basic | 3,447,622 | 107,949 | 1,420,853 | 92,944 | ||||||||||||
| Diluted | 3,447,622 | 107,949 | 1,420,853 | 92,944 | ||||||||||||
Adjusted EBITDA
| Three Months Ended September 30 | ||||||||
| 2025 | 2024 | |||||||
| Net loss from continuing operations | $ | (2,644,625 | ) | $ | (1,630,662 | ) | ||
| Interest expense | 144,067 | 86,980 | ||||||
| Amortization of debt discount | 1,736 | 186,649 | ||||||
| Tax expense (benefit) | - | 29,259 | ||||||
| Stock-based compensation | 481,430 | 37,295 | ||||||
| Stock option expense | 11,918 | 69,035 | ||||||
| Non cash compensation for services | 45,000 | 45,000 | ||||||
| Loss from debt extinguishment | 876,165 | - | ||||||
| Depreciation and amortization | 136,741 | 230,495 | ||||||
| Adjusted EBITDA | $ | (947,568 | ) | $ | (945,949 | ) | ||