UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 2228, 2026

INVO FERTILITY, INC.

(Exact name of registrant as specified in charter)

Nevada

001-39701

20-4036208

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

5582 Broadcast Court

Sarasota, Florida

34240

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (978) 878-9505

(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 (see General Instruction A.2. below):

☐	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
Common Stock, $0.0001 par value per share		IVF		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities 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 51.0301. ~~Amendments~~Entry tointo ~~Articles~~a ofMaterial ~~Incorporation~~Definitive ~~or Bylaws; Change in Fiscal Year~~Agreement.

OnInducement ~~January~~Letter 22, 2026, shareholders of the INVO Fertility, Inc. (the “Company”) approved an increase to the number of authorized shares of the Company’s common stock from 6,250,000 to 250,000,000 shares as set forth below. On January 22, 2026, the Company filed a Certificate of Amendment (the “Amendment”) to its Articles of Incorporation to increase its authorized shares of common stock from 6,250,000 shares to 250,000,000 shares.Agreement

~~The~~On ~~foregoing~~January ~~description~~28, of2026, INVO Fertility, Inc. (the ~~Amendment~~“Company”) ~~does~~entered ~~not~~into ~~purport~~an toinducement beletter ~~complete~~agreement ~~and~~(the is“Inducement Letter ~~qualified~~Agreement”) inwith ~~its~~an ~~entirety~~institutional byinvestor ~~reference~~and toexisting holder (the ~~full~~“Holder”) ~~text~~ of certain existing warrants (the “Existing ~~Amendment~~Warrants”) ~~which~~to ispurchase ~~filed~~up asto ~~Exhibit~~4,733,728 3shares of the Company’s common stock (the “Common Stock”).1 The toExisting ~~this~~Warrants ~~Current~~were ~~Report~~originally issued on ~~Form~~December ~~8-K~~3, ~~and~~2025, iswith ~~incorporated~~an ~~herein~~exercise byprice ~~reference~~of $1.61 per share.

~~Item~~The ~~5.07~~issuance ~~Submission~~of the shares of ~~Matters~~Common Stock upon exercise of the Existing Warrants is registered pursuant to a ~~Vote~~registration ofstatement ~~Security~~on ~~Holders~~Form S-1 (File No. 333-292206), which was declared effective by the Securities and Exchange Commission (the “SEC”) on December 29, 2025.

OnPursuant ~~January~~to ~~22,~~the ~~2026~~Inducement Letter Agreement, the ~~Company~~Holder ~~held~~agreed to exercise the Existing Warrants for cash at a ~~special~~reduced ~~meeting~~exercise price of ~~stockholders~~$1.59 per (share in consideration for the ~~“Special~~Company’s ~~Meeting”).~~agreement Ato ~~total~~issue ofnew ~~944,054~~unregistered ~~shares~~warrants ~~of common~~to ~~stock~~purchase ~~constituting~~up ato ~~quorum~~an aggregate of 9,467,456 shares ~~were~~of ~~represented~~Common inStock ~~person~~at oran byexercise ~~valid~~price ~~proxies~~of at$1.59 per share (the ~~Special~~“New ~~Meeting~~Warrant”).

AtThe ~~the~~Company ~~Special~~has ~~Meeting,~~agreed ~~the~~to ~~Company’s~~file ~~stockholders~~a ~~voted~~registration statement on ~~proposals~~Form S-1, 2,(or other appropriate form if it is not eligible to utilize Form S-3,) providing 4for the resale of the shares (the “New Warrant Shares”) of Common Stock issuable upon the exercise of the New Warrant (the “Resale Registration Statement”) on or before the 15th calendar day following the date of the closing of the exercise of the Existing Warrants (the “Closing Date”), and 5to asuse ~~set~~commercially ~~forth~~reasonable ~~below~~best efforts to cause the Resale Registration Statement to become effective within sixty (60) calendar days following the Closing Date (or within ninety (90) calendar days following the Closing Date in case of “full review” of such registration statement by the Commission) (the “Effectiveness Date”).

~~The~~Pursuant ~~final~~to ~~results~~the Inducement Letter Agreement, except for ~~proposals~~certain 1exempt issuances set forth in the Inducement Letter Agreement, 2the Company agreed not to issue, 3enter into any agreement to issue or announce the issuance or proposed issuance of any Common Stock or Common Stock equivalents or file any registration statement or any amendment or supplement to any existing registration statement, 4subject to certain exceptions, from ~~and~~the 5date of the Inducement Letter Agreement until 30 days after the Effectiveness Date. In addition, asfrom ~~set~~the date ~~forth~~of the Inducement Letter Agreement until three (3) months following the Effectiveness Date, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any subsidiary of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company’s ~~definitive~~(i) ~~proxy~~issues ~~statement~~or sells any debt or equity securities that are convertible into, ~~filed~~exchangeable ~~with~~or exercisable for, or include the ~~SEC~~right onto receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or ~~December~~other 18price that is based upon, ~~2025~~and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the ~~“Special~~initial ~~Meeting~~issuance ~~Proxy”~~of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into, ~~are~~or aseffects a ~~follows:~~transaction under, any agreement, including, but not limited to, an equity line of credit or an “at-the-market offering”, whereby the Company may issue securities at a future determined price, regardless of whether shares pursuant to such agreement have actually been issued and regardless of whether such agreement is subsequently canceled.

~~Proposal~~The 1.Company Atshall file a proxy statement on Schedule 14A with the ~~Special~~SEC ~~Meeting~~no later than ten (10) days after the filing of the Company’s Annual Report on Form 10-K for the period ended December 31, 2025, for the purpose of holding a meeting of stockholders ~~approved~~(which may also be at the ~~ratification~~annual meeting of stockholders) at the ~~appointment~~earliest ofpractical ~~WithumSmith+Brown~~date after the date thereof, PCfor the purpose of obtaining Stockholder Approval (as defined below), with the recommendation of the Company’s Board of Directors that such proposals be approved, ~~independent~~and ~~public~~the ~~accountant~~Company ~~for~~shall solicit proxies from its stockholders in connection therewith in the ~~fiscal~~same ~~year~~manner ~~ending~~as ~~December~~all ~~31,~~other ~~2025.~~management ~~The~~proposals in ~~result~~such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the ~~votes~~Company does tonot ~~approve~~obtain ~~WithumSmith+Brown~~Stockholder Approval at the first meeting, PCthe Company shall call a meeting every three months thereafter to seek Stockholder ~~was~~Approval asuntil ~~follows:~~the earlier of the date Stockholder Approval is obtained or the Warrants are no longer outstanding.

For		Against		Abstain		Broker Non-Votes
865,418		39,637		38,999		N/A

The aggregate gross proceeds to the Company from the exercise of the Existing Warrants will be approximately $7.5 million, before deducting offering expenses payable by the Company.

Proposal 2. At the Special Meeting, the stockholders approved the issuance, in accordance with Nasdaq Listing Rule 5635, of (a) up to 4,733,728 shares of the Company’s common stock, par value $0.0001 (“Common Stock”), subject to adjustment, upon exercise of a warrant issued to a certain investors in a private placement transaction which closed on December 4, 2025 and (b) any additional shares of Common Stock due to an adjustment event pursuant to the terms of such warrant (the “Warrant Proposal”). The ~~result of~~ ~~the~~New ~~votes to approve the~~ Warrant ~~Proposal was as follows:~~

For		Against		Abstain		Broker Non-Votes
118,385		75,191		1,343		514,135

Exercisability. The New Warrants will be exercisable upon receipt of such approval as may be required by the applicable rules and regulations of the Nasdaq Capital Market (or any successor entity) from the stockholders of the Company with respect to issuance of all of the New Warrants and the shares of common stock upon the exercise thereof (“Stockholder Approval”, and such date, the “Stockholder Approval Date”) and have a term of five and one-half years from the Stockholder Approval Date. If a registration statement registering the issuance of the New Warrant Shares under the Securities Act is not effective or available, the holder may, in its sole discretion, elect to exercise the New Warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of New Warrant Shares determined according to the formula set forth in the New Warrant.

~~Proposal~~Exercise 3Limitation. AtA holder of the ~~Special~~New ~~Meeting,~~Warrant ~~the~~will ~~stockholders~~not ~~approved~~have anthe ~~amendment~~right to exercise any portion of the ~~Company’s~~New ~~Amended~~Warrant ~~and~~if ~~Restated~~the ~~Articles~~holder (together with its affiliates) would beneficially own in excess of ~~Incorporation to~~9.99% ~~increase~~(the ~~its~~“Beneficial ~~number~~Ownership Limitation”) of ~~authorized~~the ~~shares~~number of shares of the Common Stock ~~from~~outstanding ~~6,250,000~~immediately after giving effect to ~~250~~the exercise,~~000,000,~~ as ~~described~~such ~~further~~percentage ownership is determined in accordance with the ~~Special~~terms ~~Meeting~~of the New Warrant; provided, however, such holder, upon notice to the Company, may increase or decrease the Beneficial ~~Proxy~~Ownership Limitation provisions of this Section 2(e), provided that the ~~“Common~~Beneficial ~~Stock~~Ownership ~~Increase~~Limitation ~~Proposal”)~~in no event exceeds 9.99% ~~The~~of the ~~result~~number of shares of the ~~votes~~Common toStock ~~approve~~outstanding immediately after giving effect to the issuance of shares of Common Stock ~~Increase~~upon ~~Proposal~~exercise of ~~was~~the asNew Warrant held such holder. Any change in the Beneficial Ownership Limitation will be effective not be effective until the 61st ~~follows:~~day after such notice is delivered to the Company.

For		Against		Abstain		Broker Non-Votes
663,861		279,474		719		N/A

Exercise Price Adjustment. Subject to the aforementioned limitations, the exercise price of the New Warrant is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications, or similar events affecting the Common Stock, and upon any distributions of assets, including cash, stock, or other property to our stockholders. In addition, subject to the rules and regulations of the Nasdaq Capital Market (or any successor entity), the Company may at any time during the term of the New Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the board of directors of the Company.

~~Proposal~~Subsequent 4Rights Offerings. AtThe ~~the~~New ~~Special~~Warrant ~~Meeting~~provides that, if the ~~stockholders~~Company ~~approved~~conducts a ~~fourth~~pro ~~amendment~~rata ~~and~~distribution ~~restatement~~ of ~~the~~rights, ~~Company’s~~warrants ~~2019~~or ~~Stock Incentive~~other ~~Plan~~securities to ~~increase~~holders ~~the~~of ~~number~~its ofCommon ~~shares~~Stock, the holder of ~~common~~the ~~stock~~New ~~available~~Warrant ~~for~~will ~~issuance~~be ~~thereunder~~entitled to aparticipate ~~total~~in ~~amount~~such ofoffering ~~1,000,000,~~as ~~equal~~if toit ~~approximately~~held ~~10%~~the shares of ~~the~~Common ~~total~~Stock ~~issued~~issuable ~~and~~upon ~~outstanding~~full ~~stock~~exercise onof athe ~~fully-diluted~~New ~~basis~~Warrant (immediately prior to the ~~“Plan~~applicable ~~Amendment~~record ~~Proposal”)~~date. ~~The~~Participation is ~~result~~subject to the Beneficial Ownership Limitation, and any portion of such rights that would cause the ~~votes~~ toholder ~~approve~~of the ~~Plan~~New ~~Amendment~~Warrant ~~Proposal~~to ~~was~~exceed those aslimitations ~~follows:~~will be deferred until such limitations no longer apply.

For		Against		Abstain		Broker Non-Votes
349,649		79,894		376		514,135

Pro Rata Distributions. While the New Warrant is outstanding, the holder of the New Warrant is entitled to participate in any dividend or other pro rata distribution of cash, securities, or other property to holders of Common Stock as if it held the shares of Common Stock issuable upon full exercise of the New Warrant immediately prior to the applicable record date. Participation is subject to the Beneficial Ownership Limitations, with any portion of a distribution that would cause such holder to exceed such limitations deferred until the limitation no longer applies.

~~Proposal~~Fundamental 5Transactions. AtUpon the ~~Special~~occurrence ~~Meeting~~of certain fundamental transactions, ~~the~~including ~~stockholders~~mergers, ~~approved~~consolidations, ~~any~~asset ~~adjournments~~sales, oftender or ~~the~~exchange ~~Special~~offers, ~~Meeting~~recapitalizations ~~for~~or changes of control, the ~~purpose~~holder of ~~soliciting~~the ~~additional proxies~~New ifWarrant ~~there~~will ~~were~~be ~~not~~entitled, ~~sufficient~~upon ~~votes~~exercise atof the ~~Special~~New Warrant, ~~Meeting~~ to ~~approve~~receive the ~~Warrant~~same ~~Proposal,~~form ~~the~~and ~~Common~~amount ~~Stock~~of ~~Increase~~consideration ~~Proposal, or~~that would have been received had the ~~Plan~~New ~~Amendment~~Warrant ~~Proposal~~been orexercised immediately prior to ~~establish~~such atransaction, ~~quorum~~with (the ~~“Adjournment~~exercise ~~Proposal”).~~price Aappropriately ~~quorum~~adjusted ~~was~~as ~~established~~set ~~and~~forth ~~each~~in of the New Warrant. ~~Proposal~~In certain fundamental transactions, the holder of the ~~Common~~New ~~Stock~~Warrant ~~Increase~~may ~~Proposal,~~instead ~~and~~elect to require the ~~Plan~~Company ~~Amendment~~or ~~Proposal~~a ~~were~~successor ~~approved,~~entity soto repurchase the ~~Special~~unexercised ~~Meeting~~portion ~~was not~~of ~~adjourned~~the towarrant afor ~~later~~its ~~date~~Black-Scholes Value (as defined in the New Warrant). The ~~result~~New ofWarrant ~~the~~further ~~votes~~provides tofor ~~approve~~assumption by any successor entity and continuation of the ~~Adjournment~~New ~~Proposal~~Warrant ~~was~~holder’s asrights ~~follows:~~following a fundamental transaction.

For		Against		Abstain		Broker Non-Votes
732,663		187,102		24,289		N/A

The foregoing is only a summary of the New Warrant and the Inducement Letter Agreement and does not purport to be a complete description thereof.

Such descriptions are qualified in their entirety by reference to the Form of New Warrant and the Form of Inducement Letter Agreement, copies of which are incorporated by reference as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K (this “Report”) and are incorporated by reference herein.

Financial Advisor Agreement

In connection with the Inducement Letter Agreement, on January 28, 2026, the Company entered into a letter agreement (the “Financial Advisor Agreement”) with Maxim Group LLC (the “Financial Advisor”), pursuant to which (i) the Financial Advisor agreed to act as exclusive lead warrant solicitation agent on a “reasonable best efforts” basis in connection with the transactions contemplated by the Inducement Letter Agreement, and (ii) the Company agreed to pay the Financial Advisor an aggregate fee equal to 6.5% of the gross proceeds received by the Company from the exercise of the Existing Warrants. Additionally, the Company reimbursed the Financial Advisor for certain expenses and legal fees up to $20,000.

Forward-Looking Statements

This Report contains “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. Words like “will,” or comparable terminology, are used to identify forward-looking statements, although not all forward-looking statements contain these words. Although the Company believes that it is basing its expectations and beliefs on reasonable assumptions within the bounds of what is currently known about its business and operations, there can be no assurance that actual results will not differ materially from what the Company expects or believes. Some of the factors that could cause the Company’s actual results to differ materially from its expectations or beliefs are disclosed in the “Risk Factors” section, as well as other sections, of its reports filed with the Securities and Exchange Commission, which include, without limitation, its ability to regain compliance with the Nasdaq Listing Standards and maintain the listing of its securities on Nasdaq. All forward-looking statements speak only as of the date on which they are made and the Company undertakes no duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 3.02. Unregistered Sales of Equity Securities.

On January 30, 2026, the Company issued the New Warrant to the Purchaser. The New Warrant was sold and issued, and the shares of Common Stock issuable thereunder will be sold and issued, without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and/or Rule 506 promulgated under the Securities Act, and such securities may not be re-offered or resold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

To the extent required by Item 3.02 of Form 8-K, the information contained in Item 1.01 of this Report related to the New Warrants is incorporated herein by reference. The form of the New Warrant has been filed as Exhibit 4.1 to this Form 8-K and is incorporated by reference herein.

Item 8.01 Other Events

On January 29, 2026 the Company issued a press release announcing the transactions contemplated by the Inducement Letter Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Certificate of Amendment.
4.1		Form of New Warrant
10.1		Form Inducement Letter Agreement
99.1		Press Release
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 thereunto duly authorized.

	INVO FERTILITY, INC.
	By:	/s/ Steven Shum
	Name:	Steven Shum
	Title:	Chief Executive Officer
Dated: January 26, 2026
Dated: January 30, 2026

Filing Compare · INVO Fertility, Inc.