INVO Fertility Inc. Announces \$50 Million Equity Purchase Agreement and Major Increase in Authorized Shares

Key Developments from the Latest SEC 8-K Filing

• INVO Fertility Inc. (Nasdaq: INVO) has entered into a significant equity financing agreement with Alumni Capital LP, potentially raising up to \$50,000,000 through the sale of its common stock.
• Shareholders approved a fivefold increase in authorized common shares, from 50 million to 250 million shares, enabling more robust future capital raises.
• The company’s board and shareholders ratified several proposals, including the ability to issue 20% or more of the company’s outstanding shares in future financings at prices below current market levels, subject to Nasdaq rules.
• No restrictions on future financings, rights of first refusal, or participation rights were included in the new agreement, but Alumni Capital is prohibited from short selling or hedging INVO shares during certain periods.
• The company will file a registration statement to enable the sale of shares to Alumni Capital, with efforts to obtain SEC effectiveness within 120 days of the agreement.

Details of the \$50 Million Any Market Purchase Agreement

On July 24, 2026, INVO Fertility Inc. entered into an “Any Market Purchase Agreement” with Alumni Capital LP. Under this agreement:

• INVO may sell up to \$50,000,000 of its common stock to Alumni Capital over time, subject to certain conditions.
• The actual proceeds will depend on the frequency and price of share sales at the time of each issuance.
• There is a beneficial ownership cap — Alumni Capital cannot own more than 9.99% of INVO’s outstanding shares at any time, unless mutually agreed otherwise.
• Proceeds will be used for commercialization and development of products, general corporate purposes, capital expenditures, working capital, and administrative expenses.
• Alumni Capital is restricted from engaging in direct or indirect short selling or hedging of the stock during specified periods.
• INVO must file a registration statement with the SEC by August 21, 2026, covering the offering and sale of the shares, and use reasonable efforts to have it declared effective within 120 days. Registration on Form S-3 will be required when eligible.
• Neither party can assign or transfer their rights/obligations under the agreement except in writing.
• The agreement contains customary representations, warranties, covenants, and indemnification obligations.

Shareholder Approvals and Corporate Actions

• On July 23, 2026, shareholders approved a Certificate of Amendment to the Articles of Incorporation, increasing authorized common shares from 50,000,000 to 250,000,000.
• At the annual meeting on January 23, 2026, a quorum of 704,262 shares was represented. Shareholders voted on and approved multiple proposals, including:
  • Increasing authorized common shares to 250 million.
  • Potential issuance of 20% or more of outstanding shares in a future equity financing below the lesser of Nasdaq Official Closing Price or average closing price for the five trading days preceding the issuance (in accordance with Nasdaq Listing Rule 5635).
  • Ratification of Withum Smith+Brown, PC as the company’s independent auditor.

Potential Share Price Impact and Investor Considerations

• Substantial Upsizing of Authorized Shares: The increase to 250 million authorized shares dramatically expands the company’s ability to raise capital but could potentially lead to share dilution if fully utilized.
• \$50 Million Equity Facility: Provides material funding flexibility but also introduces the risk of significant dilution depending on the price and volume of shares sold.
• Permission for Substantial Below-Market Issuances: The shareholder approval to issue 20% or more of the company’s shares at potentially below-market prices may impact share value, especially if large issuances occur at a discount.
• No Restrictions on Future Financings: The company is free to pursue other financings, which could further dilute existing shareholders.
• Short Selling Prohibitions: Alumni Capital cannot short or hedge the stock during specified periods, potentially reducing downward pressure during those times.
• SEC Registration Requirement: The shares sold under the agreement will be registered, making them freely tradable upon effectiveness, which could increase liquidity but also potential volatility.

Other Noteworthy Details

• There are no rights of first refusal, participation rights, or liquidated damages in the new agreement.
• The agreement is made in reliance on exemptions from registration (Section 4(a)(2) and Regulation D), but registration is planned for public resale.
• The company confirms no placement agents, brokers, or finders were used in connection with this deal, minimizing related costs.
• Both INVO and Alumni Capital affirm that the transaction was not preceded by any general solicitation or advertising.

Conclusion

This agreement represents a major potential source of funding for INVO Fertility Inc., positioning the company for further development and commercialization of its products. However, the size of the equity facility and the increase in authorized shares could significantly dilute existing shareholders, especially if shares are issued at a discount to the market. Investors should closely monitor the frequency, size, and pricing of share issuances under this facility, as these factors will likely influence the company’s stock price and valuation.

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