INVO Fertility exchanges convertible debt for preferred stock with Five Narrow Lane

INVO Fertility, Inc. (NASDAQ:IVF), a micro-cap fertility company with a market capitalization of $3.54 million and shares trading at $0.82, announced Monday it has entered into an agreement with Five Narrow Lane LP to exchange a senior secured convertible debenture for shares of Series C-2 Convertible Preferred Stock. The transaction was effective as of Monday, according to a statement included in a Securities and Exchange Commission filing. According to InvestingPro data, the company faces significant financial challenges with a concerning current ratio of 0.11.

Under the terms of the agreement, Five Narrow Lane LP exchanged its Second Amended and Restated Senior Secured Convertible Debenture, which was due February 11, 2026, for Series C-2 Convertible Preferred Stock with an aggregate stated value of $1,334,000. As part of the exchange, INVO Fertility agreed to issue 467 additional shares of Series C-2 Preferred Stock to Five Narrow Lane LP. Following the exchange, the debenture has been fully paid and extinguished. This restructuring comes as the company’s stock has declined 97% year-to-date, with InvestingPro analysis revealing 8 additional key financial health indicators available to subscribers.

The company stated the offer and sale of the Series C-2 Preferred Stock was made in reliance on exemptions from registration provided by Sections 3(a)(9) and 4(a)(2) of the Securities Act of 1933, as amended.

The information is based on a press release statement contained in the company’s SEC filing.

In other recent news, INVO Fertility announced a restated third amendment to its Revenue Loan and Security Agreement with Decathlon Alpha V LP, involving a $1.5 million loan. The amendment includes the company’s CEO, Steven Shum, and several subsidiaries as guarantors. Additionally, INVO Fertility has appointed WithumSmith+Brown as its new independent registered public accounting firm after dismissing M&K CPAS. The previous auditor’s reports had expressed doubt about the company’s ability to continue as a going concern, although they did not contain any adverse opinions.

Furthermore, an institutional investor has acquired 200 shares of INVO Fertility’s Series C-2 Convertible Preferred Stock for $200,000. This transaction adjusted the conversion price for these shares to $1.8909 each. In another development, INVO Fertility announced a 1-for-3 reverse stock split, which took effect on July 21, 2025. The company’s annual shareholder meeting was adjourned and rescheduled to July 23, 2025, to address outstanding proposals.

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