INVO Fertility Seeks Massive Share Increase, Warrant Approval

TL;DR

**IVF is gearing up for massive dilution and a capital raise, signaling growth ambitions but watch out for your share value.**

AI Summary

INVO Fertility, Inc. (IVF) is holding a Special Meeting on January 22, 2026, to address several critical proposals impacting its capital structure and equity incentive plans. The company seeks stockholder approval for the issuance of up to 4,733,728 shares of common stock related to a private placement warrant that closed on December 4, 2025. A significant proposal is to increase the authorized shares of common stock from 6,250,000 to 250,000,000, a 3,900% increase, which could facilitate future capital raises or acquisitions. Additionally, IVF proposes to amend its 2019 Stock Incentive Plan to increase shares available for issuance to 1,000,000, representing approximately 10% of the total issued and outstanding stock on a fully-diluted basis, aiming to attract and retain talent. The company also seeks ratification of WithumSmith+Brown, PC as its independent auditor for fiscal year 2025 and approval for potential meeting adjournments to secure sufficient votes. These actions collectively signal a strategic intent to enhance financial flexibility and employee incentives.

Why It Matters

This DEF 14A filing reveals INVO Fertility's aggressive move to significantly expand its authorized share count by 3,900% to 250,000,000 shares. For investors, this signals potential for substantial future dilution, though it also provides the company with flexibility for capital raises or strategic M&A in the competitive fertility market. Employees and executives stand to benefit from the expanded 2019 Stock Incentive Plan, which increases available shares to 1,000,000, potentially boosting retention and motivation. Customers might see enhanced service if capital infusion leads to growth, but the immediate impact is on the company's financial structure and its ability to compete with larger players in the fertility treatment space.

Risk Assessment

Risk Level: high — The proposal to increase authorized common stock from 6,250,000 to 250,000,000 shares represents a 3,900% potential increase, which carries a high risk of significant future dilution for existing shareholders. Additionally, the approval of issuing up to 4,733,728 shares for a warrant exercise and increasing the 2019 Stock Incentive Plan to 1,000,000 shares further contributes to this dilution risk.

Analyst Insight

Investors should carefully evaluate the potential for significant dilution from the proposed 3,900% increase in authorized shares and the warrant exercise. Consider the company's strategic rationale for such a large increase and its potential impact on per-share value before the January 22, 2026 Special Meeting. Existing shareholders should vote against the Common Stock Increase Proposal if they are concerned about dilution.

Key Numbers

• 250,000,000 — New authorized shares of Common Stock (Increased from 6,250,000, a 3,900% increase)
• 6,250,000 — Current authorized shares of Common Stock (Baseline before proposed increase)
• 4,733,728 — Shares for warrant exercise (Subject to adjustment, from a private placement on December 4, 2025)
• 1,000,000 — Shares for 2019 Stock Incentive Plan (Approximately 10% of total issued and outstanding stock on a fully-diluted basis)
• 0.72% — Beneficial ownership by directors and executive officers (Of outstanding voting capital as of Record Date)
• 2,386,826 — Shares of Common Stock outstanding (As of the Record Date for quorum calculation)
• December 8, 2025 — Record Date (For voting eligibility at the Special Meeting)
• January 22, 2026 — Special Meeting Date (When stockholders will vote on proposals)

Key Players & Entities

• INVO Fertility, Inc. (company) — Registrant
• IVF (company) — Ticker symbol
• WithumSmith+Brown, PC (company) — Independent registered public accounting firm
• Nasdaq Listing Rule 5635 (regulator) — Governing rule for share issuance
• Steven Shum (person) — Chief Executive Officer and Director
• Transfer Online, Inc. (company) — Stock transfer agent
• Broadridge (company) — Proxy processing agent
• $0.0001 (dollar_amount) — Par value of Common Stock
• Sarasota, Florida (company) — Company headquarters location

FAQ

Risk Factors

• Dilution from Share Issuance [high — financial]: The company is seeking approval to issue up to 4,733,728 shares related to a private placement warrant. Additionally, a significant increase in authorized shares from 6,250,000 to 250,000,000 (a 3,900% increase) is proposed, which could lead to substantial dilution for existing shareholders if fully utilized.
• Capital Raising Needs [medium — financial]: The substantial increase in authorized shares to 250,000,000 suggests a strategic need for future capital raises or acquisitions. The company's ability to secure necessary funding will be critical for its growth and operational sustainability.
• Reliance on Stock-Based Compensation [medium — operational]: The proposal to increase shares available under the 2019 Stock Incentive Plan to 1,000,000 indicates a strategy to use equity to attract and retain talent. Over-reliance on stock-based compensation could impact future earnings per share and shareholder value if not managed effectively.
• Stockholder Approval Thresholds [medium — regulatory]: The company requires stockholder approval for key proposals, including share issuance and increases in authorized shares. Failure to obtain the necessary votes could hinder strategic initiatives and financial flexibility.

Industry Context

INVO Fertility operates within the assisted reproductive technology (ART) and fertility services industry. This sector is characterized by increasing demand driven by delayed childbearing, advancements in treatment technologies, and growing awareness. However, it also faces challenges related to regulatory oversight, high treatment costs, and competition from established players and emerging technologies.

Regulatory Implications

The proposed increase in authorized shares and potential share issuances are subject to SEC regulations and stock exchange listing requirements. The company must ensure compliance with all disclosure obligations and obtain necessary stockholder approvals to proceed with these significant capital structure changes.

What Investors Should Do

1. Review the proposals carefully, particularly the significant increase in authorized shares and the share issuance related to warrants, to understand the potential for dilution.
2. Evaluate the strategic rationale behind the proposed increase in authorized shares and the expansion of the stock incentive plan.
3. Vote on the proposals at the Special Meeting on January 22, 2026, to ensure your voice is heard regarding the company's future capital structure and equity management.

Key Dates

• 2025-12-04: Private Placement Warrant Closed — This event triggered the need for stockholder approval for the issuance of up to 4,733,728 shares.
• 2025-12-08: Record Date — Establishes the eligibility of stockholders to vote at the Special Meeting on January 22, 2026.
• 2025-12-18: Mailing of Proxy Materials — Informs stockholders about the upcoming Special Meeting and the proposals to be voted upon.
• 2026-01-22: Special Meeting of Stockholders — The date on which stockholders will vote on critical proposals affecting the company's capital structure and equity incentive plans.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information about the matters to be voted on at a company's annual or special meeting of security holders. (This document contains the proposals and information relevant to the INVO Fertility, Inc. Special Meeting.)

Proxy Statement

A document that a company must provide to shareholders before a meeting where a vote is to take place. It contains information about the matters to be voted on. (This is the primary document outlining the proposals and providing details for the INVO Fertility, Inc. Special Meeting.)

Authorized Shares

The maximum number of shares of stock that a corporation is legally permitted to issue, as specified in its articles of incorporation. (INVO Fertility is proposing a significant increase in authorized shares, which directly impacts potential future share issuances and dilution.)

Stock Incentive Plan

A plan established by a company to grant equity-based compensation, such as stock options or restricted stock units, to employees and directors. (INVO Fertility is seeking to increase the number of shares available under its 2019 Stock Incentive Plan to attract and retain talent.)

Private Placement Warrant

A warrant that is issued as part of a private placement of securities, allowing the holder to purchase shares of the company's stock at a specified price. (The exercise of these warrants necessitates the issuance of up to 4,733,728 shares, subject to stockholder approval.)

Stockholder of Record

An individual or entity that owns shares of a company's stock in their own name, as recorded in the company's stock ledger. (Only stockholders of record as of December 8, 2025, are entitled to vote at the Special Meeting.)

Year-Over-Year Comparison

This filing (DEF 14A) focuses on an upcoming Special Meeting on January 22, 2026, to approve significant capital structure changes, including a nearly 4,000% increase in authorized shares and an expansion of the stock incentive plan. Unlike a typical annual report, it highlights specific proposals requiring immediate stockholder action rather than a retrospective financial performance review. Key metrics like revenue, net income, and margins are not the primary focus of this specific filing, which is geared towards strategic corporate actions.

Key Financial Figures

• $0.0001 — f the Company's common stock, par value $0.0001 ("Common Stock"), subject to adjustment
• $13,000 — pects to pay Laurel Hill a fee of up to $13,000, plus variable call charges and reimbur
• $700.0 m — ock held by non-affiliates is less than $700.0 million, and our annual revenue was less
• $100.0 million — n, and our annual revenue was less than $100.0 million during our most recently completed fisc
• $250.0 million — ock held by non-affiliates is less than $250.0 million or (ii) our annual revenue was less tha
• $700.0 million — ock held by non-affiliates is less than $700.0 million. As a smaller reporting company, we may

Filing Documents

• formdef14a.htm (DEF 14A) — 681KB
• formdef14a_001.jpg (GRAPHIC) — 5KB
• annex_001.jpg (GRAPHIC) — 1338KB
• annex_002.jpg (GRAPHIC) — 1143KB
• 0001493152-25-028349.txt ( ) — 7191KB
• ivf-20241231.xsd (EX-101.SCH) — 5KB
• ivf-20241231_def.xml (EX-101.DEF) — 9KB
• ivf-20241231_lab.xml (EX-101.LAB) — 57KB
• ivf-20241231_pre.xml (EX-101.PRE) — 41KB
• formdef14a_htm.xml (XML) — 150KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 29 OTHER MATTERS 30 ANNEX A – PROPOSED AMENDMENT TO OUR AMENDED AND RESTATED ARTICLES OF INCORPORATION A-1 ANNEX B – PROPOSED AMENDMENT TO OUR THIRD AMENDED AND RESTATED 2019 STOCK INCENTIVE PLAN B-1 i 5582 Broadcast Court Sarasota, Florida 34240 (978) 878-9505 PROXY SPECIAL MEETING OF STOCKHOLDERS To Be Held Virtually on January 22, 2026 QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING Q. Why did I receive these proxy materials? A. We are sending you these proxy materials because our board of directors (the "Board") is soliciting your proxy to vote at the Special Meeting. You are invited to attend the Special Meeting virtually via the Internet to vote on the proposals described in this proxy statement. However, you do not need to attend the Special Meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card, or follow the instructions below to submit your proxy by phone or online. We intend to begin mailing this proxy statement, the attached notice of Special Meeting, and the enclosed proxy card, on or about December 18, 2025 to all stockholders of record entitled to vote at the Special Meeting. Only stockholders who owned our common stock on December 8, 2025 (the "Record Date") are entitled to vote at the Special Meeting. Q. How do I attend the Special Meeting? A. The Special Meeting will be held on January 22, 2025 at 12 p.m. (ET) virtually via the Internet. The Special Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively online at www.virtualshareholdermeeting.com/IVF2026SM . Information on how to vote at the Special Meeting is discussed below. Q. Who can vote at the Special Meeting? A. Only stockholders of record as of the close of business on December 8, 2025 will be entitled to notice of, and to vote at, the Special Meeting. The holders of Series

View Full Filing

View this DEF 14A filing on SEC EDGAR