INVO Fertility, Inc. 8-K

What Happened INVO Fertility, Inc. announced on June 23, 2026 that its subsidiary INVO Centers, LLC completed the acquisition of 100% of the membership interests in HRCFG, LLC (the Alabama JV) under a Membership Interest Transfer Agreement (MITA). The combined purchase price was $175,001 ( $1 cash at closing; $175,000 additional consideration), and the company will begin consolidating the Alabama JV’s results prospectively. The Sellers — Karen Hammond, Lisa Ray and Nicholas Cataldo — transferred membership interests and business assets (including clinic-related intellectual property) to HRCFG, and agreed to a four‑month transition period plus a 12‑month support period.

Key Details

• Acquisition closed June 23, 2026; purchase price $175,001 ( $1 paid at closing; $175,000 deferred).
• Deferred consideration: $48,000 payable pro rata to Sellers in equal monthly installments over nine months starting October 2026; $127,000 to be paid from HRCFG’s free cash flow.
• The Alabama JV operates a fertility clinic in Birmingham, AL (branded Innovative Fertility Specialists) and is one of the company’s four clinics; its accounts will be included in INVO’s consolidated financials going forward.
• Sellers will provide transition services for ~4 months and be available to support the business for 12 months thereafter.

Why It Matters This 8-K reports a small cash-plus-deferred acquisition that brings full ownership of an existing joint-venture clinic into INVO’s consolidated operations, which may affect revenue and cash flow reporting going forward. Separately, the company resolved prior Nasdaq noncompliance: it filed its 2025 Form 10‑K on June 2, 2026 and its Form 10‑Q for the quarter ended March 31, 2026 on June 22, 2026; Nasdaq notified INVO on June 23, 2026 that the matter is closed. Investors should note the purchase consideration structure and the prospective consolidation of the Alabama clinic when evaluating upcoming financials.