INVO Invo Bioscience, Inc. - 8-K

EX-99.1
2
ex99-1.htm
EX-99.1

Exhibit
99.1

INVO
Fertility Announces Fiscal Year 2025 Financial Results

SARASOTA,
Fla., June 2, 2026 - INVO Fertility, Inc. (Nasdaq: IVF) (“INVO Fertility” or the “Company”), a healthcare
fertility company focused on the establishment, acquisition, and operation of fertility clinics and related businesses and technologies,
today announced fiscal year 2025 financial results.

FY2025
Financial Highlights (all metrics compared to FY2024 unless otherwise noted)

●

Revenue
was $6,841,250, an increase of 5% compared to $6,532,000.

●

Consolidated
clinic revenue increased 4% to $6,721,057, compared to $6,450,431.

●

Revenue
from all clinics was $8,021,929, including both consolidated and equity method clinics, an
increase of 4% compared to $7,731,177.

●

Net
loss from continuing operations was $(5.3) million compared to $(7.7) million.

●

Adjusted
EBITDA (see table included) was $(3.2) million compared to $(2.2) million.

Recent
Highlights

●

Financing
and Balance Sheet Strengthening : The Company announced financing transactions in December
2025 ($4 million) and January 2026 ($7.5 million) representing approximately $11.5 million
of aggregate gross proceeds before expenses, providing additional flexibility to execute
the Company’s growth strategy and pay down certain liabilities. Further, as of March
31, 2026, all Series C-2 Preferred Stock had been converted or retired, warrant liabilities
have been eliminated, and cash balances are higher, resulting in a further strengthening
of the balance sheet and streamlined capitalization structure. After the first quarter 2026
financing and conversion of remaining Series C-2 Preferred Stock, the total common shares
outstanding as of June 2, 2026 is approximately 1.8 million shares.

●

Indiana
Expansion : The Company successfully closed the acquisition of Indiana-based Family Beginnings
in February 2026, adding a fourth operational fertility clinic in the United States and expanding
the Company’s Midwest presence. Family Beginnings generated approximately $1.2 million
in revenue and approximately $0.2 million in net income for the trailing twelve-month period
ended September 30, 2025.

●

Employer-benefit
Access Expansion : Wisconsin Fertility Institute joined the Progyny network, broadening
access to employer-sponsored patients and strengthening the Company’s payor mix.

●

Innovation
and Intellectual Property : The Company continued investing in technology and platform
differentiation through issuance of a new patent for its modified INVOcell device, extending
protection through 2040.

●

Advanced
Laboratory Innovation : The Company announced the availability of time-lapse incubation
technology at the Wisconsin Fertility Institute, adding an advanced embryo monitoring solution
intended to support informed clinical decision-making and enhance patient engagement, reinforcing
the Company’s commitment to quality, innovation, and patient-centered fertility care.

●

Strengthened
Operations Team: INVO is strengthening its operations through the addition of key support
personnel with deep clinical operations experience to drive organizational growth, optimize
day-to-day clinic performance, and support consistent, patient-centered care across INVO
Fertility clinics.

●

New
Organic Growth Initiatives: Starting in March 2026, the Company implemented a series
of organic growth initiatives at its Atlanta clinic which are having meaningful impact.

Strategic Outlook

Over
the past year, INVO Fertility has taken meaningful steps to simplify and strengthen its capital structure. Management believes the Company’s
balance sheet is the strongest it has been in more than three years, providing additional optionality to pursue acquisitions from a position
of strength, invest in organic growth initiatives, and navigate the market with greater confidence.

The
Company believes fertility care remains supported by favorable long-term demand trends, expanding employer-benefit coverage, increased
public awareness around access to care, and a more supportive environment for IVF. INVO’s strategic priorities are centered on
driving organic growth across its existing clinics, integrating and expanding Family Beginnings, pursuing disciplined acquisitions that
can enhance long-term earnings power, and continuing to expand the commercial and intellectual property value of the INVOcell platform.

Management
Commentary

“This
past year marked an important transition for INVO Fertility marked by meaningful progress across operations, acquisitions, and capital
structure, positioning the Company for growth through both organic initiatives and strategic clinic acquisitions moving forward,”
commented Steve Shum, CEO of INVO Fertility.

“We
believe the business has now moved beyond stabilization and into a higher-growth phase. The financing actions completed around year-end
and early 2026 improved our flexibility and clarity of capital structure, while the closing of the Family Beginnings acquisition expanded
our clinic network to four operational fertility clinics. At the same time, we continue to see attractive opportunities to drive organic
growth across our clinics through payer access expansion, added services, operational improvements, and patient-centered innovation.
Importantly, our growing track record as an owner-operator of fertility clinics has enhanced our credibility in the marketplace. As sellers
increasingly look for partners who understand both the clinical and operational aspects of fertility care, we believe INVO Fertility
stands out as a trusted and capable acquirer.”

“As
we look to the future, we are optimistic about what lies ahead. With a stronger operational foundation, a growing clinic network, a robust
acquisition pipeline, and the improved balance sheet, INVO Fertility is well positioned for the next chapter of its growth,” Shum
concluded.

Use
of Non-GAAP Measure

Included
in this press release is a reconciliation of Adjusted EBITDA. Adjusted EBITDA is a non-GAAP measure. This measure is not intended to
be a substitute for those financial measures reported in accordance with GAAP. Adjusted EBITDA has been included because management believes
that, when considered together with the GAAP figures, it provides meaningful information related to our operating performance and liquidity
and can enhance an overall understanding of financial results and trends. Adjusted EBITDA may be calculated by us differently than other
companies that disclose measures with the same or similar terms. See our attached financials for a reconciliation of this non-GAAP measure
to the nearest GAAP measure.

About
INVO Fertility

We
are a healthcare services fertility company dedicated to expanding access to assisted reproductive technology (“ART”) care
to patients in need. Our principal commercial strategy is focused on building, acquiring, and operating fertility clinics, including
“INVO Centers” dedicated primarily to offering the intravaginal culture (“IVC”) procedure enabled by our INVOcell®
medical device (“INVOcell”) and US-based, profitable in vitro fertilization (“IVF”) clinics. We have four operational
fertility clinics in the United States. We also continue to engage in the sale and distribution of INVOcell to third-party owned and
operated fertility clinics. INVOcell is a proprietary and revolutionary medical device, and the first to allow fertilization and early
embryo development to take place in vivo within the woman’s body. The IVC procedure provides patients with a more connected, intimate,
and affordable experience in comparison to other ART treatments. We believe the IVC procedure can deliver comparable results at a fraction
of the cost of traditional IVF and is a significantly more effective treatment than intrauterine insemination. For more information,
please visit invofertility.com .

Safe
Harbor Statement

This
release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. The Company invokes the protections of the Private Securities Litigation Reform
Act of 1995. All statements regarding our expected future financial position, results of operations, cash flows, financing plans, business
strategies, products and services, competitive positions, growth opportunities, plans and objectives of management for future operations,
as well as statements that include words such as “anticipate,” “if,” “believe,” “plan,”
“estimate,” “expect,” “intend,” “may,” “could,” “should,” “will,”
and other similar expressions are forward-looking statements. All forward-looking statements involve risks, uncertainties, and contingencies,
many of which are beyond our control, which may cause actual results, performance, or achievements to differ materially from anticipated
results, performance, or achievements. Factors that may cause actual results to differ materially from those in the forward-looking statements
include those set forth in our filings at www.sec.gov . We are under no obligation to (and expressly disclaim any such obligation
to) update or alter our forward-looking statements, whether as a result of new information, future events, or otherwise.

For
more information, please contact:

INVO
Fertility, Inc.

Steve Shum, CEO

978-878-9505

[email protected]

Investor
Contact

Lytham Partners, LLC

Robert Blum

602-889-9700

[email protected]

INVO
FERTILITY, INC.

CONSOLIDATED
STATEMENTS OF OPERATIONS

For
the Year Ended December 31,

2025

2024

Revenue:

Clinic revenue

$

6,721,057

$

6,450,431

Product
revenue

120,193

81,569

Total revenue

6,841,250

6,532,000

Operating expenses

Cost of services

4,282,167

3,645,565

Cost of goods sold

30,571

12,201

Selling, general and administrative

7,691,151

8,065,801

Research and development

-

4,880

Impairment of intangible
assets

1,397,353

-

Loss on disposal of fixed
assets

-

511,663

Depreciation
and amortization

677,364

919,603

Total operating expenses

14,078,606

13,159,713

Loss from operations

(7,237,356

)

(6,627,713

)

Other income (expense):

Gain (loss) from equity
method investment

31,294

9,045

Gain on changes in fair
value

5,172,006

-

Gain on lease termination

-

94,551

Loss from debt extinguishment

(2,135,854

)

(40,491

)

Loss on issuance of warrants

(943,862

)

-

Gain on settlement of liability

929,500

-

Interest
expense

(1,302,074

)

(1,035,143

)

Total other income (expense
)

1,751,010

(972,038

)

Net loss from continuing operations before
income taxes

(5,486,346

)

(7,599,751

)

Provision (benefit) for
income taxes

(150,371

)

140,202

Net loss from continuing
operations

(5,335,975

)

(7,739,953

)

Loss on disposition

(1,534,517

)

-

Loss from discontinued
operations

(16,452,562

)

(1,519,000

)

Net loss

(23,323,054

)

(9,258,953

)

Common stock warrants
deemed dividends

(1,807,170

)

(250,635

)

Net loss attributable
to common shareholders

$

(25,130,224

)

$

(9,509,588

)

Net loss from continuing operations per common
share:

Basic

$

(45.57

)

$

(3,078.74

)

Diluted

$

(45.57

)

$

(3,078.74

)

Net loss from discontinued operations per common
share:

Basic

$

(153.63

)

$

(604.21

)

Diluted

$

(153.63

)

$

(604.21

)

Net loss per common share:

Basic

$

(214.64

)

$

(3,782.65

)

Diluted

$

(214.64

)

$

(3,782.65

)

Weighted average number of common shares outstanding:

Basic

117,083

2,514

Diluted

117,083

2,514

Adjusted
EBITDA

For the Year Ended

December
31,

2025

2024

Net loss from continuing operations

$

(5,335,975

)

$

(7,739,953

)

Interest expense

119,095

412,860

Amortization of debt discount

1,182,979

622,283

Tax expense (benefit)

(150,371

)

140,202

Depreciation and amortization

677,364

919,603

Stock-based compensation

1,290,482

1,246,918

Stock option expense

178,729

342,728

Non cash compensation for
services

135,000

180,000

Reserve on other assets
receivable

-

498,592

Gain on changes in FV

(5,172,006

)

-

Loss on issuance of warrants

943,862

-

Loss on disposal of fixed
assets

-

511,663

Gain on lease termination

-

(94,551

)

Loss from debt extinguishment

2,135,854

40,491

Gain on settlement of liability

(929,500

)

-

Impairment of intangible
assets

1,397,353

-

Merger-related
costs

354,333

671,000

Adjusted
EBITDA

$

(3,172,801

)

$

(2,248,164

)