INVO Fertility, Inc. 8-K

What Happened
INVO Fertility, Inc. announced on January 28–30, 2026 that it entered into an inducement letter agreement with an institutional holder to induce exercise of existing warrants and issued new unregistered warrants. The holder agreed to exercise 4,733,728 existing warrants (originally issued Dec 3, 2025) for cash at a reduced exercise price of $1.59 (from $1.61), generating approximately $7.5 million in gross proceeds. In return, the Company issued a New Warrant to purchase up to 9,467,456 shares of common stock at $1.59 per share; the New Warrant was issued on January 30, 2026 and was sold without registration relying on Section 4(a)(2) and Rule 506 exemptions.

Key Details

• Existing Warrants: 4,733,728 shares; exercise price reduced to $1.59; estimated gross proceeds ≈ $7.5M.
• New Warrant: covers up to 9,467,456 shares at $1.59 per share; exercisable only upon obtaining any Nasdaq-required stockholder approval (“Stockholder Approval”); term of 5.5 years from Stockholder Approval Date.
• Registration & timing: Company must file a resale registration statement for New Warrant Shares within 15 calendar days after closing and use commercially reasonable best efforts to have it effective within 60 days (90 days if SEC full review).
• Deal restrictions and approvals: Company agreed to limits on issuing other securities (no issuance or announcement of most equity/CSE transactions until 30 days after registration effectiveness) and a three‑month post-effectiveness prohibition on “Variable Rate Transactions.” The Company will file a proxy (Schedule 14A) no later than 10 days after filing its 2025 Form 10‑K to seek Stockholder Approval, and will hold repeated meetings every three months until approval is obtained or warrants expire.
• Financial advisor: Maxim Group LLC acted as solicitation agent; fee = 6.5% of gross proceeds from the Existing Warrant exercises plus reimbursement of expenses/legal fees up to $20,000.

Why It Matters
This transaction brings near-term cash (≈ $7.5M) from the exercised warrants while creating potential future equity dilution if the New Warrants are approved and exercised (up to 9.47M shares at $1.59). The New Warrants are unregistered at issuance and rely on a future resale registration or cashless exercise mechanics. Investors should note the company’s contractual limits on issuing other equity-like financings for a defined period and the requirement to seek stockholder approval, which could affect timing and dilution outcomes. The Maxim fee and expense reimbursement are modest transactional costs tied to the arrangement.