UNITED STATES
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FORM
CURRENT REPORT
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Item 2.01 Complete of Acquisition or Disposition of Assets.
Effective June 2, 2025, INVO Fertility, Inc., a Nevada corporation (the “Company”) consummated the divestiture of a majority of its holdings in NAYA Therapeutics Inc., a Delaware Corporation (“NTI”). Prior to the consummation of the divestiture, NTI was a wholly-owned subsidiary of the Company.
As previously reported on the Company’s Current Report on Form 8-K filed on May 30, 2025, the Company provided notice to holders of the Company’s Series C-1 Non-Voting Convertible Preferred Stock (“Series C-1 Preferred”) that the Company had elected to redeem all outstanding shares of Series C-1 Preferred (including any accrued but unpaid dividends) at a redemption price of 113.855837742504 shares of Class A Common Stock of NTI for each share of C-1 Preferred being redeemed. Immediately, prior to the redemption, the Company was the holder of 3,227,813 shares of Class A Common Stock of NTI, representing all outstanding common shares of NTI. The completion of the redemption of the Series C-1 Preferred became effective on June 2, 2025. (The Company previously reported that the redemption became effective on May 31, 2025; however, as May 31, 2025 fell on a weekend, the redemption became effective on the following business day, June 2, 2025.)
Following the completion of the redemption, the Company was no longer a holder of common shares of NTI and had completed the divestiture of a majority of its holdings in NTI. The Company retained 6,300 shares of Series A Preferred Stock of NTI, which represents 19.9% of the outstanding common stock on an as-if converted basis. In addition, on May 28, 2025, NTI issued a secured convertible promissory note in the principal amount of $4,803,175 to us.
Item 9.01. Financial Statements and Exhibits.
| (b) | Pro Forma Financial Information |
| (i) | The unaudited consolidated pro forma Balance Sheet of INVO Fertility, Inc. as of March 31, 2025; and | |
| (ii) | The unaudited consolidated pro forma Statements of Operations of INVO Fertility, Inc. for the for the three month period ended March 31, 2025 and for the fiscal year ended December 31, 2024. |
The unaudited pro forma financial statements as referenced above presented herein are for illustrative purpose only to reflect the transaction reported under Item 2.01 above. The pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable, and should be read in conjunction with the historical financial statements of INVO Fertility, Inc. The unaudited pro forma information is not necessarily indicative of the future financial position or operating results of the company after disposition of the assets set forth in Item 2.01 above.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Pro Forma Financial Information listed in Item 9.01 above. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document.) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 6, 2025 | INVO FERTILITY, INC. |
| /s/ Steven Shum | |
| Steven Shum | |
| Chief Executive Officer |