{"filing":{"accession_number":"0001493152-26-034616","cik":"0001417926","ticker":"IVF","company_name":"INVO Fertility, Inc.","form":"8-K","filing_date":"2026-07-24","report_date":"2026-07-23","primary_document":"form8-k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1417926/000149315226034616/form8-k.htm"},"events":[{"id":20545,"run_id":18488,"accession_number":"0001493152-26-034616","anchor_item_number":"1.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.9,"summary":"INVO Fertility entered into an Any Market Purchase Agreement with Alumni Capital LP granting the investor the right to purchase up to $15 million (potentially $50 million) of common stock at the Company's discretion. The agreement represents a dilutive equity line of credit arrangement, with shareholder approval obtained for inducement warrants (up to 1,893,492 shares) and future equity financing at below-market prices (up to 20% dilution), supported by an increase in authorized shares from 50 million to 250 million.","company_name":"INVO Fertility, Inc.","ticker":"IVF","filing_date":"2026-07-24","form":"8-K","submitted_at":null,"items":[{"id":19928,"accession_number":"0001493152-26-034616","item_number":"1.01","item_title":"Entry into a Material Agreement","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"INVO Fertility entered into an \"Any Market Purchase Agreement\" with Alumni Capital LP granting the investor the right to purchase up to $15 million (potentially $50 million) of common stock at the Company's discretion. This is a classic at-the-market (ATM) or equity line of credit arrangement—a dilutive issuance mechanism. The filing explicitly states the Company \"has the right to sell to the Investor up to an aggregate of $15 million...of the shares of the Company's common stock\" and notes stockholder approval was obtained to issue shares exceeding the Nasdaq Exchange Cap (19.99% threshold). The proceeds are intended for expansion and acquisition of fertility clinics. This structure is materially dilutive to existing shareholders and represents a significant capital-raising commitment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-24T21:15:41.838519+00:00","company_name":"","ticker":null,"filing_date":""},{"id":19929,"accession_number":"0001493152-26-034616","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Item 3.02 incorporates Item 1.01 by reference, which describes an unregistered equity issuance. The filing discloses shareholder approval for inducement warrants (Proposal 4: up to 1,893,492 shares upon exercise) and future equity financing at below-market prices (Proposal 6: up to 20% dilution). The company also increased authorized shares from 50M to 250M (Proposal 3), a classic precursor to dilutive capital raises. The \"Any Market Purchase Agreement\" with Alumni Capital LP (Exhibit 10.1) dated July 24, 2026 signals an active private placement or warrant issuance on the filing date itself.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-24T21:15:41.838519+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":19928,"accession_number":"0001493152-26-034616","item_number":"1.01","item_title":"Entry into a Material Agreement","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"INVO Fertility entered into an \"Any Market Purchase Agreement\" with Alumni Capital LP granting the investor the right to purchase up to $15 million (potentially $50 million) of common stock at the Company's discretion. This is a classic at-the-market (ATM) or equity line of credit arrangement—a dilutive issuance mechanism. The filing explicitly states the Company \"has the right to sell to the Investor up to an aggregate of $15 million...of the shares of the Company's common stock\" and notes stockholder approval was obtained to issue shares exceeding the Nasdaq Exchange Cap (19.99% threshold). The proceeds are intended for expansion and acquisition of fertility clinics. This structure is materially dilutive to existing shareholders and represents a significant capital-raising commitment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-24T21:15:41.838519+00:00","company_name":"INVO Fertility, Inc.","ticker":"IVF","filing_date":"2026-07-24"},{"id":19929,"accession_number":"0001493152-26-034616","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Item 3.02 incorporates Item 1.01 by reference, which describes an unregistered equity issuance. The filing discloses shareholder approval for inducement warrants (Proposal 4: up to 1,893,492 shares upon exercise) and future equity financing at below-market prices (Proposal 6: up to 20% dilution). The company also increased authorized shares from 50M to 250M (Proposal 3), a classic precursor to dilutive capital raises. The \"Any Market Purchase Agreement\" with Alumni Capital LP (Exhibit 10.1) dated July 24, 2026 signals an active private placement or warrant issuance on the filing date itself.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-24T21:15:41.838519+00:00","company_name":"INVO Fertility, Inc.","ticker":"IVF","filing_date":"2026-07-24"}]}