INVO Fertility, Inc. (NASDAQ: IVF) has filed an S-1 registration statement covering 20,000,000 shares of common stock — roughly 873% of its 2,295,035 shares outstanding — on behalf of equity-line counterparty Alumni Capital LP. The company's current public float sits at approximately 2.29 million shares. That single resale registration dwarfs it nearly nine times over.
The filing, dated July 24, 2026, accompanies an "Any Market Purchase Agreement" — a type of equity line of credit, or ELOC, that lets the company sell freshly issued shares to Alumni Capital on demand. Alumni Capital then resells them into the open market. The pricing: 94% of the lowest daily volume-weighted average price (VWAP) over the prior five trading days — meaning Alumni Capital pays at least a 6% discount to the weakest session in a five-day window. An alternative off-exchange pricing tier drops to 85%.
The facility caps at $15 million, expandable to $50 million by mutual agreement. It is not yet active. Draws require the S-1 to be declared effective by the SEC, which the company must pursue within 120 days — placing the likely window between September and late November 2026.
The Ratchet Chain
A second critical feature sits in a related-party instrument. JAG Multi Investments LLC — controlled by the company's own Chief Business Officer — holds convertible notes with $287,333 in remaining principal, convertible at $1.60 per share. That conversion price carries a full-ratchet reset: it automatically drops to match the price of any future financing done at a lower per-share cost.
Because the Alumni Capital ELOC prices below market by design, the first purchase notice mechanically resets JAG's conversion price downward. A companion 150,000-share warrant held by JAG resets identically. At a hypothetical reset to $0.95, the note alone would produce approximately 302,000 shares instead of 179,583 — a 68% increase in dilutive share count from a single pricing event.
Structural Backdrop
IVF has executed four reverse stock splits in thirteen months — 1-for-12, 1-for-3, 1-for-8, and 1-for-5 — a cumulative consolidation ratio of 1-for-1,440. Each split compressed the share count; each subsequent financing cycle expanded it again. Adjusted for all splits, shares outstanding grew roughly 2,000% in twelve months.
The authorized share count tells the same story. Stockholders on July 23, 2026, voted to re-expand authorized common to 250,000,000 shares — leaving approximately 247.7 million authorized but unissued, a 108-to-1 cushion above current outstanding.
Meanwhile, institutional holder Armistice Capital holds 1,893,492 warrants at a $7.95 strike. That strike is nominally far above the current market, but the company retains an explicit contractual right to reduce it at any time. It has done so three times in eighteen months. An additional 314,000 shares underlying already-exercised warrants sit in abeyance — meaning the shares have been paid for but not yet delivered, held back only by a 9.99% beneficial-ownership blocker. They require no company action to release.
Dilution Risk Grade: 8 out of 10 (HIGH)
The score reflects the ELOC's sheer scale relative to the float, the ratcheting mechanics on the JAG instruments, seven reverse splits since 2020, and fifteen distinct financing events in nineteen months. It is held below the maximum because the ELOC is not yet drawable and the Armistice warrants remain deep out of the money at their stated strike.
The S-1 effectiveness window — likely September through November 2026 — is the structural date that matters most. Once effective, the company can begin issuing purchase notices to Alumni Capital, and JAG's ratchet triggers on the first one.