INVO Fertility, Inc. 8-K

What Happened

• INVO Fertility, Inc. (the “Company”) announced it closed the acquisition of Family Beginnings P.C. (the “Clinic”). Under the transaction, the Company (Buyer) acquired the Clinic’s non‑medical assets for a purchase price of $760,000 and agreed to assume certain Clinic liabilities. The Clinic’s medical assets and related clinical items were purchased by Fertility, P.A. for $100.
• As part of the transaction, on February 18, 2026 the Company issued 400 shares of Series D Non‑Voting Convertible Preferred Stock to the Seller. Those Series D shares and the common shares issuable upon conversion were issued without registration under the Securities Act in reliance on Section 4(a)(2) and/or Rule 506; resale in the U.S. is restricted absent registration or an exemption.
• The filing attaches related agreements and documents, including the PC Asset Purchase Agreement, a Management Services Agreement, a Lease, Amendment No. 1 to the Asset Purchase Agreement, and a press release dated February 19, 2026.

Key Details

• Purchase price for Purchased Assets (non‑medical): $760,000.
• Purchase price for Clinic’s medical/clinical assets: $100 (paid to the Practice under the PC APA).
• Securities issued: 400 shares of Series D Non‑Voting Convertible Preferred Stock issued on Feb 18, 2026 to the Seller.
• Clinical assets excluded from Buyer’s acquisition: patient lists, charts, records and ledgers, payor contracts, and health care permits (these were transferred to Fertility, P.A.).

Why It Matters

• The filing confirms INVO completed a targeted clinic acquisition, which may expand its operating footprint and service capabilities through the acquired non‑medical assets and associated agreements.
• The issuance of 400 Series D non‑voting convertible preferred shares to the seller could affect the Company’s future capitalization if and when those shares convert into common stock; the shares were issued in a private placement and have resale restrictions.
• Investors should note the split treatment of assets (non‑medical assets to the Company, medical/clinical assets to Fertility, P.A.), the assumed liabilities, and the related agreements (management services, lease, amendment) that govern post‑closing operations.