Overview
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- TickerIVF on Nasdaq1
- IndustrySurgical & Medical Instruments & Apparatus1
- HeadquartersSarasota, Florida1
- Incorporated inNV2
- Business address5582 Broadcast Court, Sarasota, Fl 342402
- Filer categoryNon-accelerated filer, Smaller reporting company2
- Legal formCorporation
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Form 10-K certain material events and developments that have taken place through the date of filing of this Form 10-K with the SEC.4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
Where the money goes
Where each dollar of revenue went, fiscal 2025
- Cost of revenue0¢$30.6K
- Selling, general and admin98¢$7.7M
- Income tax2¢$150.4K
Out of $6.8M in revenue.5 The company lost money this year.
Financial statements
| Fiscal year | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|
| Revenue | $1.5M6 | $1.0M7 | $4.2M8 | $822.2K9 | $3.0M10 | $6.6M10 | $6.8M5 |
| Cost of revenue | $139.7K6 | $88.8K7 | $145.1K8 | $331.5K8 | $2.0M10 | $3.7M10 | $30.6K5 |
| Gross profit | $1.3M6 | $948.5K7 | $4.0M8 | $490.7K8 | |||
| Research and development | $06 | $398.4K7 | $216.4K8 | $544.0K9 | $165.9K10 | $4.9K5 | |
| Selling, general and admin | $3.1M6 | $6.1M7 | $9.0M8 | $10.0M9 | $7.5M10 | $8.1M5 | $7.7M5 |
| Operating expenses | $9.2M8 | $11.4M9 | $9.8M10 | $14.7M10 | $14.1M5 | ||
| Operating income | -$1.8M6 | -$5.5M7 | -$5.2M8 | -$10.6M9 | -$6.8M10 | -$6.6M5 | -$7.2M5 |
| Interest | $387.6K6 | $2.8M7 | $1.3M8 | $59.4K9 | $925.9K10 | $1.1M10 | |
| Income before tax | -$6.7M8 | -$10.9M9 | -$8.0M10 | -$7.6M5 | -$5.5M5 | ||
| Income tax | $4336 | $367 | $4.8K8 | $2.9K9 | $27.8K10 | $140.2K5 | -$150.4K5 |
| Net income | -$2.2M6 | -$8.3M7 | -$6.7M8 | -$10.9M9 | -$8.0M10 | -$9.3M5 | -$23.3M5 |
| Earnings per share | -$0.456 | -$1.527 | -$0.638 | -$17.979 | -$67.3710 | -$3,782.655 | -$214.645 |
| Earnings per share (diluted) | -$0.456 | -$1.527 | -$0.638 | -$17.979 | -$67.3710 | -$3,782.655 | -$214.645 |
| Shares (weighted, basic) | 10.6M shares8 | 606.1K shares9 | 119.3K shares10 | 2.5K shares5 | 117.1K shares5 | ||
| Shares (weighted, diluted) | 10.6M shares8 | 606.1K shares9 | 119.3K shares10 | 2.5K shares5 | 117.1K shares5 |
| Fiscal year | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|
| Cash | $1.2M6 | $10.1M7 | $5.7M7 | ||||
| Receivables | $50.5K8 | $77.1K9 | $140.6K10 | $113.1K5 | $217.3K5 | ||
| Inventory | $287.8K8 | $263.6K9 | $264.5K10 | $219.8K5 | $225.3K5 | ||
| Current assets | $1.5M6 | $10.5M7 | $6.3M8 | $621.1K9 | $1.3M10 | $1.3M5 | $2.8M5 |
| Property, plant and equipment | $501.4K8 | $436.7K9 | $826.4K10 | $466.7K5 | $386.2K5 | ||
| Goodwill | $5.9M10 | $5.9M5 | $5.9M5 | ||||
| Intangible assets | $132.1K8 | $4.1M10 | $3.3M5 | $1.3M5 | |||
| Total assets | $1.8M6 | $10.9M7 | $10.0M9 | $3.7M9 | $18.5M10 | $46.1M5 | $20.2M5 |
| Short-term debt | $6.3M5 | $1.3M5 | |||||
| Current liabilities | $1.5M6 | $2.3M7 | $1.2M9 | $3.3M9 | $8.0M10 | $17.9M5 | $10.3M5 |
| Long-term debt | $1.1M5 | $744.7K5 | |||||
| Total liabilities | $5.5M6 | $5.2M7 | $2.7M9 | $4.7M9 | $17.6M10 | $26.0M5 | $13.0M5 |
| Retained earnings | -$38.9M8 | -$49.8M9 | -$57.8M10 | -$67.3M5 | -$91.4M5 | ||
| Shareholders’ equity | -$3.7M6 | $5.7M6 | $7.3M9 | -$977.6K10 | $892.8K5 | $12.6M5 | $7.2M5 |
| Shares outstanding | 4.9M shares6 | 9.6M shares7 | 11.9M shares8 | 608.6K shares9 | 207.7K shares10 | 3.1K shares5 | 477.4K shares5 |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
| Fiscal year | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|
| Cash from operations | $1.4M6 | -$4.8M7 | -$6.0M8 | -$6.6M9 | -$4.8M10 | -$3.0M5 | -$7.0M5 |
| Depreciation and amortization | $27.8K8 | $77.3K9 | $200.9K10 | $919.6K5 | $677.4K5 | ||
| Stock-based compensation | $1.5M8 | $1.6M8 | $162.9K5 | ||||
| Capital spending | $64.8K6 | $49.3K7 | $415.7K8 | $10.8K9 | $444.7K10 | $183.7K5 | $43.4K5 |
| Free cash flow | $1.3M | -$4.8M | -$6.4M | -$6.6M | -$5.2M | -$3.2M | -$7.1M |
| Cash from investing | -$2.2M8 | -$81.2K9 | -$2.5M10 | $363.9K5 | -$2.7M5 | ||
| Cash from financing | $3.8M8 | $1.1M9 | $7.4M10 | $3.1M5 | $11.1M5 |
Corporate structure
INVO Fertility, Inc. sits at the top of its group. 2 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of INVO Fertility, Inc.
- GLENBROOK CAPITAL MANAGEMENT Filed SCHEDULE 13G/A on INVO Fertility, Inc., latest Oct 9, 2026 (2 filings since Apr 1, 2026)
- ARMISTICE CAPITAL, LLC Filed SCHEDULE 13G/A on INVO Fertility, Inc., latest Aug 14, 2026 (3 filings since Feb 17, 2026)
- Alumni Capital LP Filed SCHEDULE 13G on INVO Fertility, Inc., latest Aug 7, 2026
- Five Narrow Lane LP Filed SCHEDULE 13G/A on INVO Fertility, Inc., latest Jan 21, 2026 (2 filings since Jan 15, 2025)
- Greenblock Capital, LLC Filed SCHEDULE 13G on INVO Fertility, Inc., latest Oct 28, 2025
- INTRACOASTAL CAPITAL, LLC Filed SCHEDULE 13G/A on INVO Fertility, Inc., latest May 9, 2025 (5 filings since Aug 11, 2023)
- AWM Investment Company, Inc. Filed SC 13G/A on INVO Fertility, Inc., latest Sep 8, 2023 (3 filings since Feb 11, 2022)
- Claude Ranoux Filed SC 13G on INVO Fertility, Inc., latest Feb 23, 2022
- INVO Fertility, Inc. Sarasota, Florida
- Labs of Subsidiary · Wisconsin, United States
Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What INVO Fertility, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Accumulated depreciation | $459.6K5 Dec 31, 2025 | $335.7K5 Dec 31, 2024 | +36.9% |
| Property and equipment, net | $386.2K5 Dec 31, 2025 | $466.7K5 Dec 31, 2024 | −17.3% |
| Operating-lease assets (leased space) | $1.3M5 Dec 31, 2025 | $1.5M5 Dec 31, 2024 | −13.9% |
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Stakes in other companies (equity method) | $740.8K10 Dec 31, 2024 | $916.2K10 Dec 31, 2023 | −19.2% |
Intangibles and goodwill
| Item | Latest | A year before | Change |
|---|---|---|---|
| Goodwill | $5.9M5 Dec 31, 2025 | $5.9M5 Dec 31, 2024 | 0% |
| Intangible assets, net (excluding goodwill) | $1.3M5 Dec 31, 2025 | $3.3M5 Dec 31, 2024 | −59.5% |
| Accumulated amortization | $908.4K5 Dec 31, 2025 | $938.1K5 Dec 31, 2024 | −3.2% |
| Finite-lived intangibles, net | $1.3M5 Dec 31, 2025 | $10.0M9 Dec 31, 2023 | −87.4% |
Inventory
| Item | Latest | A year before | Change |
|---|---|---|---|
| Inventory, total | $225.3K5 Dec 31, 2025 | $219.8K5 Dec 31, 2024 | +2.5% |
| Raw materials | $50.3K5 Dec 31, 2025 | $53.5K5 Dec 31, 2024 | −6.0% |
| Finished goods | $174.9K5 Dec 31, 2025 | $166.2K5 Dec 31, 2024 | +5.2% |
Properties, in its own words
We currently do not own any real property and operate from leased facilities. Our principal executive office is located at 5582 Broadcast Court Sarasota, Florida 34240. The lease is for one 5-year term, with an option to extend for one 3-year term. We lease approximately 1,223 square feet in the Sarasota facility, pursuant to a May 2019 lease with a 3% annual rent increase. In April 2024, we exercised the option to extend the lease on the Sarasota facility for three years. Our clinic, Wisconsin Fertility Institute, is located at 3146 Deming Way, Middleton, Wisconsin. The lease is for a 10-year term with an automatic 5-year renewal period. We lease approximately 9,680 square feet pursuant to a lease effective August 10, 2023 with a 3% annual rent increase. We believe that our facilities are adequate to meet our needs.
Item 2 of the 10-K filed Jun 2, 2026.4
Leadership
Who has led INVO Fertility, Inc., and when. Pick a name to see everywhere that person has worked.
Chief executive
Chief financial officer
- Chief executive officerSteve Shum Oct 18, 2019 to now13
- Chief executive officerKathleen T. Karloff Jul 3, 2017 to Sep 26, 201914
- ChairKathleen T. Karloff Jul 3, 2017 to Nov 2, 201814
- PresidentKathleen T. Karloff Sep 26, 2019 to Sep 26, 201915
- PresidentClaude Ranoux Jul 25, 2017 to Jul 27, 201716
- Chief financial officerTerah Renee Krigsvold Jan 13, 2026 to now17
- Chief financial officerAndrea Goren Jun 21, 2021 to Jan 13, 202618
- Chief financial officerDebra Robbins Hoopes Sep 30, 2019 to Sep 30, 201919
- Chief financial officerRobert Joseph Bowdring Jr. Jul 3, 2017 to Jul 3, 201720
Board members and other officers (12)
- Medical DirectorKevin Doody Sep 26, 2019 to Jun 3, 202221
- Treasurer & SecretaryRobert Joseph Bowdring Jr. Sep 26, 2019 to Sep 26, 201922
- Board memberRebecca Messina Apr 30, 2021 to now23
- Board memberMatthew K. Szot Sep 29, 2020 to now24
- Board memberBarbara Ryan Oct 5, 2020 to now25
- Board memberJeffrey Segal Nov 17, 2020 to Jun 3, 202226
- Board memberKevin Doody Sep 26, 2019 to Jun 3, 202221
- Board memberTrent D. Davis Dec 23, 2019 to now27
- Board memberKathleen T. Karloff Jul 3, 2017 to Feb 7, 202028
- Board memberRobert Joseph Bowdring Jr. Jul 3, 2017 to Oct 31, 201929
- Board memberClaude Ranoux Jul 25, 2017 to Jul 27, 201716
- Board memberSteve Shum Oct 18, 2017 to now30
Named in SEC Form D filings
People the company listed in its private-offering notices.
- Chief Operating Officer and VP of Business DevelopmentMichael Campbell named Jan 11, 2023 to Apr 6, 202331
Subsidiaries and ownership
Subsidiaries (Exhibit 21)
- Labs of Wisconsin3
The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.
Former names
Timeline
- Aug 28, 20268-K Regulation FD disclosure; Other events32
- Aug 17, 20268-K Results of operations33
- Jul 24, 20268-K Entered a material agreement; Unregistered sale of shares; Bylaws or fiscal year changed34
- Jun 25, 20268-K Entered a material agreement; Other events35
- Jun 22, 20268-K Results of operations36
- Jun 16, 20268-K Regulation FD disclosure37
- Jun 2, 20268-K Earlier financial statements no longer reliable38
- Jun 2, 20268-K Results of operations39
- Apr 29, 20268-K Listing notice or transfer; Regulation FD disclosure40
- Mar 31, 20268-K Bylaws or fiscal year changed; Other events41
- Feb 24, 20268-K Entered a material agreement; Completed an acquisition or sale; Unregistered sale of shares42
- Jan 30, 20268-K Entered a material agreement; Unregistered sale of shares; Other events43
- Oct 18, 2019New chief executive Steve Shum becomes CEO13
- Jul 3, 2017New chief executive Kathleen T. Karloff becomes CEO14
Calendar
Coming up
- Nov 16, 2026Reports results for the quarter ending Sep/202644
When it reported results
- Aug 17, 2026Reported quarterly or annual results33
- Jun 22, 2026Reported quarterly or annual results36
- Jun 2, 2026Reported quarterly or annual results39
- Nov 17, 2025Reported quarterly or annual results45
- Aug 15, 2025Reported quarterly or annual results46
- May 21, 2025Reported quarterly or annual results47
- Apr 30, 2025Reported quarterly or annual results48
- Aug 14, 2024Reported quarterly or annual results49
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
303 filings to the SEC since October 2021: 13 annual reports, 16 quarterly reports, 127 major events, 36 insider forms, 18 large holders, 4 private raises, 89 other. The latest 20:
- Oct 9, 2026SCHEDULE 13G/A EDGAR
- Aug 28, 2026S-8 EDGAR
- Aug 28, 20268-K EDGAR
- Aug 17, 20268-K EDGAR
- Aug 14, 202610-Q EDGAR
- Aug 14, 2026SCHEDULE 13G/A EDGAR
- Aug 7, 2026424B3 EDGAR
- Aug 7, 2026SCHEDULE 13G EDGAR
- Aug 4, 2026EFFECT EDGAR
- Jul 24, 2026S-1 EDGAR
- Jul 24, 20268-K EDGAR
- Jun 25, 20268-K EDGAR
- Jun 23, 2026DEF 14A EDGAR
- Jun 22, 20268-K EDGAR
- Jun 22, 202610-Q EDGAR
- Jun 16, 20268-K EDGAR
- Jun 12, 2026PRE 14A EDGAR
- Jun 12, 202610-K/A EDGAR
- Jun 2, 20268-K EDGAR
- Jun 2, 202610-K EDGAR
The 303 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
12 open-market trades by officers, directors and large owners since October 2021: 11 buys and 1 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Dec 3, 2025 | Szot Matthew KDirector | Sale | 4 | $1.52 | $6 | Form 4 |
| Jun 1, 2022 | Shum SteveChief Executive Officer | Buy | 58,885 | $0.95 | $55.9K | Form 4 |
| Jun 1, 2022 | Ryan BarbaraDirector | Buy | 10,526 | $0.95 | $10.0K | Form 4 |
| Jun 1, 2022 | DAVIS TRENT DDirector | Buy | 11,184 | $0.95 | $10.6K | Form 4 |
| Jun 1, 2022 | Szot Matthew KDirector | Buy | 14,474 | $0.95 | $13.8K | Form 4 |
| Jun 1, 2022 | Segal JeffreyDirector | Buy | 9,211 | $0.95 | $8.8K | Form 4 |
| Jun 1, 2022 | Campbell Michael Jos.Chief Operating Officer | Buy | 10,526 | $0.95 | $10.0K | Form 4 |
| Jun 1, 2022 | Goren AndreaChief Financial Officer | Buy | 52,632 | $0.95 | $50.0K | Form 4 |
| Jun 1, 2022 | Messina RebeccaDirector | Buy | 9,868 | $0.95 | $9.4K | Form 4 |
| Jun 1, 2022 | Doody KevinMedical Director | Buy | 177,306 | $0.95 | $168.4K | Form 4 |
| Oct 5, 2021 | Goren AndreaChief Financial Officer | Buy | 30,674 | $3.26 | $100.0K | Form 4 |
| Oct 5, 2021 | Shum SteveChief Executive Officer | Buy | 30,674 | $3.26 | $100.0K | Form 4 |
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- GLENBROOK CAPITAL MANAGEMENTSCHEDULE 13G/A, 2 filings Apr 1, 2026 to Oct 9, 202650
- ARMISTICE CAPITAL, LLCSCHEDULE 13G/A, 3 filings Feb 17, 2026 to Aug 14, 202651
- Alumni Capital LPSCHEDULE 13G, 1 filing Aug 7, 202652
- Five Narrow Lane LPSCHEDULE 13G/A, 2 filings Jan 15, 2025 to Jan 21, 202653
- Greenblock Capital, LLCSCHEDULE 13G, 1 filing Oct 28, 202554
- INTRACOASTAL CAPITAL, LLCSCHEDULE 13G/A, 5 filings Aug 11, 2023 to May 9, 202555
- AWM Investment Company, Inc.SC 13G/A, 3 filings Feb 11, 2022 to Sep 8, 202356
- Claude RanouxSC 13G, 1 filing Feb 23, 202257
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
| Year | Executive | Age | Salary | Total pay |
|---|---|---|---|---|
| 2025 | Steven Shum | 55 | $278.8K | $430.9K58 |
| 2025 | Terah Krigsvold | 43 | $250.0K | $336.5K58 |
| 2025 | Andrea Goren | 58 | $218.8K | $282.5K58 |
| 2025 | Dr. Daniel Teper | $260.0K | $260.0K58 | |
| 2024 | Chief Executive Officer | $260.0K | $260.0K58 | |
| 2024 | Chief Business Officer | $215.0K | $215.0K58 | |
| 2024 | Former Chief Operating Officer | $192.5K | $192.5K58 | |
| 2024 | Former President | $137.5K | $137.5K58 |
Funding
Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.
- Private raises (Form D) $3.8M
Figures by year
| Year | Private raises (Form D) | Total |
|---|---|---|
| 2023 | $3.8M | $3.8M |
Private raises
Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.
- Mar 23, 2023Raised $3 million in a private offering of securities31 Form D: 1 investor so far Form D
- Feb 3, 2023Raised $500,000 in a private offering of securities59 Form D: 2 investors so far Form D
- Jan 4, 2023Raised $275,000 in a private offering of securities60 Form D: $3.5 million offered in all Form D
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.
| Fund | Shares | Value | Share of the fund | Change |
|---|---|---|---|---|
| Scientech Research LLC | 32,338 | $61.4K | 0.0% | New |
| StoneX Group Inc. | 15,702 | $29.8K | 0.0% | New |
| Susquehanna International Group, Llp | 11,463 | $21.8K | 0.0% | New |
| Tower Research Capital LLC (TRC) | 8,155 | $15.5K | 0.0% | New |
| Virtu Financial LLC | 63,174 | $120 | 0.0% | New |
| SBI Securities Co., Ltd. | 53 | $101 | 0.0% | +50 |
| Caitong International Asset Management Co., Ltd | 38 | $72 | 0.0% | New |
| Integrated Wealth Concepts LLC | 8 | $15 | 0.0% | New |
| Danske Bank A/s | 1 | $2 | 0.0% | New |
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How INVO Fertility, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARINVO Fertility, Inc.1
- CIK0001417926
- Employer ID (EIN)20-40362084
- Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; a shell company4
- Incorporated inNevada4
- Fiscal year endsDecember 311
- Industry code (SIC)3841 Surgical & Medical Instruments & Apparatus1
- SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
- Business address5582 Broadcast Court, Sarasota, FL 342401
- Phone(978) 878-95051
- Shares outstanding2,506,969 as of Aug 14, 202612
- Public float$2.2M as of Jun 30, 20254
- AuditorWithumSmith+Brown, PC, Irvine, CA PCAOB ID 100; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceNov 13, 20071
- Filings595 in all: 8-K (170), 4 (91), 10-Q (44), 5 (27), CORRESP (22), 3 (18), UPLOAD (16), 424B3 (15)1
All 47 form types
10-K (14), EFFECT (14), S-1/A (14), 10-K/A (11), 8-K/A (11), S-1 (11), DEF 14A (10), NT 10-K (10), NT 10-Q (9), S-8 (8), 144 (7), DEFA14A (7), PRE 14A (7), D (6), SC 13G/A (6), SCHEDULE 13G (6), SC 13G (5), SCHEDULE 13G/A (5), 424B4 (4), SC 13D (4), 424B5 (3), D/A (2), S-3 (2), 10-Q/A (1), 10KSB (1), 424B7 (1), 8-A12B (1), 8-A12G (1), CERT (1), DEFR14A (1), FWP (1), POS AM (1), POS EX (1), RW (1), S-3/A (1), S-4 (1), SB-2 (1), SB-2/A (1), SC TO-C (1)
- Latest filingsAnnual report (10-K) Jun 2, 2026
Quarterly report (10-Q) Aug 14, 2026
Proxy statement (DEF 14A) Jun 23, 2026
Latest 8-K (8-K) Aug 28, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common Stock, $0.0001 par value per share | IVF | The Nasdaq Stock Market LLC |
From the cover page of the 10-K filed Jun 2, 2026 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks INVO Fertility, Inc. names in Item 1A of its 10-K filed Jun 2, 2026: 54 risks under these headings, as written.4
- Risks Related to Our Financial Condition and Need for Additional Capital
- Risks Related to Our Business and Operations
- Risks Related to Our Industry and Regulation
- Risks Related to Our Common Stock and Capital Structure
- Risks Related to Market and Macroeconomic Conditions
- General Risk Factors
- Our financial situation creates doubt whether we will continue as a going concern.
- We have substantial indebtedness outstanding, and our operations are significantly leveraged. If we were unable to service our indebtedness, our business would be adversely affected.
- We will need to raise additional funding, which may not be available on acceptable terms, or at all. Failure to obtain this necessary capital when needed may force us to delay, limit or terminate operations.
- Even if we can raise additional funding, we may be required to do so on terms that are dilutive to you.
- Our business has posted net operating losses, has a limited operating history, and needs additional capital to grow and finance its operations.
- We need to manage growth in our fertility operations, and we may not be successful in implementing our growth strategy.
The other 48 risks
- We may not be successful at pursuing our acquisition strategy.
- We may not be able to develop or continue our business if we fail to recruit and/or retain key personnel.
- We may not be successful at managing clinics.
- We may not be able to successfully manage current and future acquisitions and to achieve the benefits expected to result from the acquisitions.
- Some of our existing fertility clinics were established as joint ventures with medical partners. These joint ventures are important to our business. If we are unable to maintain any of these joint ventures, or if they are not successful, our business could be adversely affected.
- We may be subject to significant liabilities arising from claims brought against our fertility clinics, affiliated physicians, and related service providers.
- We face potential liability as a provider of a medical device. These risks may be heightened in the area of artificial reproduction.
- If we fail to maintain adequate quality standards for our services and products, our reputation and business may be adversely affected and harmed.
- We heavily rely on third party package delivery services, and a significant disruption in these services or significant increases in prices may disrupt our ability to import or export materials, increase our costs and negatively affect our ability to achieve and maintain profitability.
- Our products incorporate intellectual property rights developed by us that may be difficult to protect or may be found to infringe on the rights of others.
- We may be forced to defend our intellectual property rights from infringement through expensive legal action.
- We are subject to risks in connection with changes in international, national, and local economic and market conditions.
- If we are unable to effectively adapt to changes in the healthcare industry, our business may be harmed.
- Social media platforms present risks and challenges.
- We are susceptible to cybersecurity breaches and cyber-related fraud.
- We are subject to risks associated with doing business globally.
- Currency exchange rate fluctuations may affect the results of our operations.
- Failure to comply with the United States Foreign Corrupt Practices Act or similar laws could subject us to penalties and other adverse consequences.
- We will need additional, qualified personnel in order to expand our fertility business. Without additional personnel, we will not be able to expand our fertility business.
- We may be subject to risks related to changes in laws regarding abortion, which can affect how a fertility clinic must treat and handle embryos.
- We are subject to significant domestic and international governmental regulation and if we fail to comply we could suffer penalties or be required to make significant changes to our operations.
- The FDA regulatory review process for medical devices is expensive, time-consuming and uncertain, and the failure to obtain and maintain required regulatory clearances and approvals could prevent us from commercializing our products.
- Improper marketing and promotion or off-label use of our product could lead to investigations and enforcement by governmental bodies including product recalls or market withdrawal, may harm our reputation and business, and could result in product liability suits.
- If we fail to comply with the FDA’s Quality System Regulation (“QSR”), the FDA could take various enforcement actions, including suspending our FDA clearance to market, or halting our manufacturing operations, and our business would suffer.
- We are subject to continuing regulation by the FDA, and failure to comply may materially harm our business.
- Changes in the healthcare industry may require us to decrease the selling price for our services or products or could result in a reduction in the available market size.
- Recent economic trends could adversely affect our financial performance.
- Our secured debt instruments contain numerous restrictive covenants that limit management’s discretion to operate our business.
- If we are unable to maintain compliance with all applicable continued listing requirements and standards of Nasdaq, our common stock will be delisted from Nasdaq.
- Our common stock is subject to risks arising from restrictions on reliance on Rule 144 by shell companies or former shell companies.
- Our directors have the right to authorize the issuance of shares of our preferred stock and additional shares of our common stock.
- The indemnification rights provided to our directors, officers and employees may result in substantial expenditures by us and may discourage lawsuits against its directors, officers and employees.
- Our shares of common stock are thinly traded, and the price may not reflect our value; there can be no assurance that there will be an active market for our shares now or in the future.
- We do not expect to pay any dividends to shareholders.
- Our revenue and operating results could fluctuate from quarter to quarter, which may cause our stock price to decline.
- We may have difficulty raising the necessary capital to fund operations because of the thin market and market price volatility for our shares of common stock.
- An active trading market for our common stock may not be sustained. If an active trading market is not sustained, our ability to raise capital in the future may be impaired.
- The trading price of our common stock is highly volatile, which could result in substantial losses for purchasers of our common stock. Securities class action or other litigation involving our company or members of our management team could also substantially harm our business, financial condition and results of operations.
- Unstable market and economic conditions may have serious adverse consequences on our business, financial condition and stock price.
- Changes in U.S. trade policy and the imposition of tariffs could increase our operating costs and adversely affect our business.
- Our business is affected by macroeconomic conditions, including rising inflation, interest rates and supply chain constraints.
- We are a Smaller Reporting Company, or SRC, and the reduced disclosure requirements applicable to SRCs may make our common stock less attractive to investors.
- We have broad discretion over the use of our cash and cash equivalents and may not use them effectively.
- We have identified material weaknesses in our internal control over financial reporting, and our internal control over financial reporting was not effective. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future, we may be unable to accurately or timely report our financial results, which could have a material adverse effect on our business and the trading price of our common stock.
- If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our share price and trading volume could decline.
- Stockholders may be diluted significantly through our efforts to obtain financing and from issuance of additional shares of our common stock, including such issuances of shares for services.
- We are subject to the reporting requirements of U.S. federal securities laws, which can be time consuming and expensive.
- Failure to comply with internal control attestation requirements could lead to loss of public confidence in our financial statements and negatively impact our stock price.
Legal proceedings
We are not currently subject to any material legal proceedings; however, we could be subject to legal proceedings and claims from time to time in the ordinary course of our business, or legal proceedings we considered immaterial may in the future become material. Regardless of the outcome, litigation can, among other things, be time consuming and expensive to resolve, and can divert management resources.
The opening of Item 3, Legal Proceedings.4
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 13SEC EDGARSteve Shum, Chief executive officer
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- 15SEC EDGARKathleen T. Karloff, President
- 16SEC EDGARClaude Ranoux, President
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- 21SEC EDGARKevin Doody, Medical Director
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- 23SEC EDGARRebecca Messina, Board member
- 24SEC EDGARMatthew K. Szot, Board member
- 25SEC EDGARBarbara Ryan, Board member
- 26SEC EDGARJeffrey Segal, Board member
- 27SEC EDGARTrent D. Davis, Board member
- 28SEC EDGARKathleen T. Karloff, Board member
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- 30SEC EDGARSteve Shum, Board member
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- 33SEC EDGARResults of operations
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- 36SEC EDGARResults of operations
- 37SEC EDGARRegulation FD disclosure
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- 39SEC EDGARResults of operations
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- 44NasdaqNasdaq calendar
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