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INVO Fertility, Inc. (NASDAQ:IVF), a micro-cap fertility company with a market capitalization of $1.9 million, announced several changes to its securities agreements and capital structure, according to a statement filed with the Securities and Exchange Commission. The company’s financial restructuring comes as InvestingPro data shows significant cash burn and a concerning current ratio of 0.08, indicating potential liquidity challenges.
On Monday, the company and the holder of its Series C-2 Convertible Preferred Stock amended their Securities Purchase Agreement. This amendment allows the holder to acquire additional Series C-2 Preferred shares either by cash purchase or by exchanging all or part of an outstanding senior secured convertible debenture for new preferred shares. The minimum amount for exercising this right was set at $200,000 of preferred shares. With trailing twelve-month EBITDA at -$8.2 million, these financing moves are crucial for the company’s operations. InvestingPro analysis reveals 13 additional key financial insights about INVO Fertility’s current position.
Also on Monday, INVO Fertility entered into an inducement agreement with the holder, who agreed to exercise the right to acquire 1,800 shares of Series C-2 Preferred Stock, with a total stated value of $1.8 million, in exchange for a corresponding amount of debenture principal and accrued interest. As part of this agreement, the company will also issue 630 new unregistered Series C-2 Preferred shares to the holder.
In connection with these agreements, INVO Fertility agreed to a 30 trading day restriction on issuing or announcing the issuance of common stock or equivalents, with certain exceptions. The company is also restricted from entering into variable rate transactions involving its common stock or equivalents for one year following the closing date.
Last Thursday, the holder exercised an additional investment right to acquire 500 Series C-2 Preferred shares for $500,000 in cash. This transaction set the conversion price of the C-2 Preferred shares at $0.95 per share, slightly above the current stock price of $0.88, which is trading near its 52-week low. The shares and any resulting common stock will be issued without registration under the Securities Act, relying on exemptions for private transactions. Get deeper insights into INVO’s valuation metrics and future growth potential with InvestingPro.
On Friday, INVO Fertility filed a Certificate of Amendment with the Nevada Secretary of State, amending the terms of the Series C-2 Preferred Stock. The amendment authorizes 20,000 shares at a stated value of $1,000 each and sets the initial conversion price at $0.95 per share, subject to adjustment. The Series C-2 Preferred is non-voting, not redeemable, and ranks senior to common stock and Series C-1 Preferred.
All information is based on a press release statement filed with the SEC.
In other recent news, INVO Fertility, Inc. has reported several key developments. The company held its 2025 annual meeting where stockholders approved multiple proposals, including the election of board members and the appointment of M&K CPAs PLLC as the independent public accountant for the fiscal year ending December 31, 2025. Additionally, stockholders approved the conversion of certain preferred stocks and debentures into common stock, as well as an increase in shares available under the 2019 Stock Incentive Plan. In another significant development, INVO Fertility received a notice of allowance for a new patent on a modified version of its INVOcell device, extending intellectual property protection through 2040. The company also announced an expansion of telehealth services at its Wisconsin Fertility Institute, allowing virtual consultations across nine states. Furthermore, INVO Fertility entered into an agreement with an institutional investor to issue new warrants, expecting to generate approximately $750,000 in gross proceeds. These recent developments underscore the company’s ongoing efforts to enhance its financial standing and expand its services.
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