INVO Fertility, Inc. 8-K

What Happened
INVO Fertility, Inc. (IVF) announced on June 1, 2026 that its audit committee concluded previously issued unaudited consolidated financial statements for the periods ended March 31, June 30 and September 30, 2025 should no longer be relied upon. An internal review identified accounting errors—mainly involving complex derivative and debt extinguishment accounting—and the company plans to present restated line items for those periods in its forthcoming Annual Report on Form 10‑K for the year ended December 31, 2025. Management and the audit committee discussed the findings with the Company’s independent registered public accounting firm, WithumSmith+Brown, PC.

Key Details

• Affected filings: Quarterly Reports on Form 10‑Q for periods ended 3/31/2025 (filed May 20, 2025), 6/30/2025 (filed Aug 14, 2025) and 9/30/2025 (filed Nov 17, 2025) — these will not be amended, but historical amounts in future 10‑Q filings will be recast.
• Errors identified include six items such as incorrect classification of Series C‑1 and C‑2 preferred stock (should be mezzanine equity), failure to bifurcate an embedded derivative in a convertible debenture, misclassification of warrants as equity instead of liability, incorrect gain recognition on a settlement, and incorrect treatment of a promissory note amendment (should be debt extinguishment under ASC 470‑50).
• The errors did not affect reported revenue or loss from operations; impacts are limited to assets, liabilities, equity, other income (expense), and net income (loss).
• Restatement will be presented in the Company’s 2025 Form 10‑K; historical amounts in subsequent periodic filings will be adjusted to match the restatement.

Why It Matters
For investors, a restatement signals that previously reported balance sheet and income-line items (especially net income and equity) for Q1–Q3 2025 may change once the 10‑K is filed. While the company says revenue and operations weren’t affected, adjustments to liabilities, equity and other income/expense can influence reported profitability, leverage ratios and any covenant calculations tied to financial statement metrics. Management and the audit committee have reviewed the issues with the independent auditor, and the company has stated it will recast historical amounts going forward.