INVO Fertility inks deal, issues new warrants

INVO Fertility, Inc. (NASDAQ:IVF), a medical device company with a market capitalization of $1.61 million, has entered into a material definitive agreement with an institutional investor, as disclosed in a recent 8-K filing with the Securities and Exchange Commission (SEC). According to InvestingPro data, the company currently shows weak financial health with concerning liquidity metrics. On April 30, 2025, the company signed an inducement letter agreement with a holder of existing warrants to purchase shares of the company’s common stock.

The existing warrants, which were initially issued on January 14, 2025, with an exercise price of $8.40 per share, will now be exercised for cash at $1.61 per share. This repricing comes as the stock has experienced significant pressure, falling 83% year-to-date and trading well below its 52-week high of $14.88. In return, INVO Fertility will issue new unregistered warrants to purchase up to 698,760 shares of common stock at the same exercise price of $1.61 per share. These new warrants will become exercisable upon receiving stockholder approval and will have a term of five years from that date.

The company has committed to filing a registration statement for the resale of the shares issuable upon exercise of the new warrants within 30 days following stockholder approval. They will use commercially reasonable efforts to have the registration statement become effective within 60 days, or 90 days in the case of a full review by the SEC.

INVO Fertility has agreed to a 30-day restriction on issuing or announcing the issuance of any common stock or equivalents following the closing of the agreement. Additionally, for one year after the closing, the company is prohibited from engaging in any variable rate transactions.

The transaction is expected to generate approximately $750,000 in gross proceeds for INVO Fertility, before deducting offering expenses. The new warrants and the shares of common stock issuable upon their exercise will be sold without registration under the Securities Act of 1933, in reliance on exemptions from the registration requirements.

The company plans to hold its annual or special meeting of stockholders within 90 days following the closing date to seek stockholder approval for the issuance of the new warrants and related common stock. If stockholder approval is not obtained at the first meeting, subsequent meetings will be held every 90 days until approval is received or the new warrants are no longer outstanding.

This move is part of INVO Fertility’s ongoing efforts to finance its operations and growth initiatives, particularly crucial given its current ratio of 0.1, indicating significant short-term liquidity challenges. InvestingPro analysis reveals several additional financial health indicators and growth metrics that subscribers can access to better understand the company’s position. The information provided in this article is based on INVO Fertility’s recent SEC filing and InvestingPro data.

In other recent news, INVO Fertility, formerly known as NAYA Biosciences, is facing a potential delisting from The Nasdaq Stock Market due to not filing its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, on time. The company has until June 15, 2025, to submit a compliance plan, which could extend the filing deadline to October 13, 2025, if accepted by Nasdaq. Concurrently, INVO Fertility announced a name change from NAYA Biosciences and plans to change its trading symbol from "NAYA" to "IVF."

Earlier, as NAYA Biosciences, the company held its 2024 annual meeting, where shareholders elected directors and ratified M&K CPAs PLLC as the independent public accountant for the fiscal year ending December 31, 2024. Additionally, the company executed a 1-for-12 reverse stock split to meet Nasdaq’s minimum bid price requirement, reducing its outstanding shares from approximately 7,992,684 to about 666,057. This move is part of a strategy to align with Nasdaq’s listing standards, although compliance is not guaranteed. These developments are part of INVO Fertility’s ongoing efforts to maintain its market position and adhere to regulatory requirements.

This article was generated with the support of AI and reviewed by an editor. For more information see our T&C.