INVO Fertility, Inc. 8-K

What Happened

• INVO Fertility, Inc. (IVF) announced that on January 22, 2026 its shareholders approved and the company filed a Certificate of Amendment to increase authorized common stock from 6,250,000 shares to 250,000,000 shares. A total of 944,054 shares were represented at the special meeting (quorum).
• At the same meeting, stockholders also ratified the appointment of WithumSmith+Brown, PC as the company’s independent accountant for fiscal year 2025, approved a warrant issuance (per Nasdaq Rule 5635) related to a December 4, 2025 private placement, and approved an amendment to the company’s 2019 Stock Incentive Plan.

Key Details

• Authorized shares increase: from 6,250,000 to 250,000,000; Certificate of Amendment filed January 22, 2026.
• Shareholder votes (selected):
  • Common Stock Increase Proposal: For 663,861; Against 279,474; Abstain 719.
  • Warrant Proposal (issuance up to 4,733,728 shares): For 118,385; Against 75,191; Abstain 1,343; Broker Non-Votes 514,135.
  • Plan Amendment (increase shares available under 2019 Stock Incentive Plan to 1,000,000 ≈ 10% fully diluted): For 349,649; Against 79,894; Abstain 376; Broker Non-Votes 514,135.
  • Ratification of auditor (WithumSmith+Brown, PC): For 865,418; Against 39,637; Abstain 38,999.
• The company did not adjourn the meeting because quorum was present and the material proposals were approved.

Why It Matters

• The large increase in authorized shares gives the company flexibility to issue additional shares for financing, equity compensation, or other corporate purposes. That flexibility can facilitate fundraising or strategic transactions but also creates potential for dilution of existing shareholders if new shares are issued.
• Investors should note the approved warrant (up to 4,733,728 shares) and the expanded equity plan (1,000,000 shares), both of which could increase share count if exercised or issued. The auditor ratification is a routine governance item confirming the firm handling 2025 audit work.