Monitor the next quarterly filing for the Alabama clinic's contributed revenue and whether the $127,000 free-cash-flow earnout imposes on the company's consolidated cash position. Nasdaq compliance removes a short-term overhang but does not change the fundamental business trajectory for this micro-cap.
Price Chart
Executive Summary
INVO Fertility acquired 100% of its joint venture partner's membership interest in the Alabama fertility clinic (HRCFG LLC) for a total purchase price of $175,001, with only $1.00 cash paid upfront and the remainder due as deferred payments from clinic free cash flow. Simultaneously, Nasdaq confirmed the company has regained compliance with the Timely Filing Rule after filing both its delinquent 10-K and 10-Q. The acquisition consolidates one of the company's four existing clinics, but the tiny $2M market cap and $1.00 initial cash payment highlight severe liquidity constraints.
Key Financial Metrics
Key Facts
- Acquired 100% of HRCFG membership interests for a total of $175,001, of which only $1.00 was paid in cash at closing
- $175,000 in deferred consideration: $48,000 payable in equal monthly installments over 9 months starting Oct 2026, $127,000 to be paid from HRCFG's free cash flow
- Nasdaq Staff notified the company on June 23, 2026 that it has regained compliance with the Timely Filing Rule after filing 10-K and 10-Q on June 2 and June 22, 2026 respectively
- The acquired clinic (Alabama JV) is one of the company's four existing clinics and will now be consolidated into the company's financial statements
Financial Impact
Deferred purchase consideration of $175,000 over 9-12 months plus ongoing clinic cash flows. Nasdaq compliance removes delisting overhang. No revenue or earnings figures disclosed in this filing.
Risk Factors
- The $2M market cap implies extreme fragility — a single adverse operational event could be disproportionate
- Deferred consideration tied to clinic free cash flow may pressure corporate liquidity if the acquired clinic underperforms
- Nasdaq compliance is procedural; the underlying reasons for the delayed filings (financial controls, cash position) remain unaddressed in this filing
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001493152-26-030147 |
| Document: 0001493152-26-030147-index-headers.html | 0001493152-26-030147 |
| Document: 0001493152-26-030147-index.html | 0001493152-26-030147 |
| Document: 0001493152-26-030147.txt | 0001493152-26-030147 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 27, 2026 today | Press Release | $0.5618 | awaiting T+5 | — | $0.5700 (+1.46%) |
Oct 9, 2026 18d ago | SC 13G/A | $0.7275 $0.5576 | ▲ +23.35% | ▲ +21.39% | $0.5700 (+21.65%) |
Aug 28, 2026 8w ago | 8-K | $1.00 $0.9850 | ▲ +1.50% | ▲ +1.61% | $0.5700 (+43.00%) |
Aug 17, 2026 10w ago | 8-K | $1.53 $1.03 | ▼ −32.68% | ▼ −31.49% | $0.5700 (−62.75%) |
Aug 17, 2026 10w ago | Press Release | $1.53 $1.03 | ▲ +32.68% | ▲ +31.49% | $0.5700 (+62.75%) |
Aug 5, 2026 11w ago | EFFECT | $1.08 $1.01 | ▲ +6.05% | ▲ +6.40% | $0.5700 (+46.98%) |
Jun 25, 2026 17w ago | 8-K | $2.45 $1.62 | ▼ −33.88% | ▼ −36.04% | $0.5700 (−76.73%) |
Jun 22, 2026 18w ago | Press Release | $1.39 $2.45 | ▼ −76.26% | ▼ −78.33% | $0.5700 (+58.99%) |
Jun 16, 2026 19w ago | 8-K | $1.59 $1.32 | ▼ −16.98% | ▼ −15.94% | $0.5700 (−64.15%) |
Jun 2, 2026 21w ago | Press Release | $1.70 $1.41 | ▲ +17.06% | ▲ +13.24% | $0.5700 (+66.47%) |
US Market Status
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