INVO Fertility, Inc. Goodwill & Intangibles Disclosure
Note 9 – Intangible Assets & Goodwill
Components of intangible assets are as follows:
| December 31, 2025 | December 31, 2024 | |||||||
| Tradename | $ | 253,000 | $ | 510,000 | ||||
| Noncompetition agreement | 1,980,500 | 3,961,000 | ||||||
| Less: accumulated amortization | (908,355 | ) | (938,069 | ) | ||||
| Total intangible assets | $ | 1,325,145 | $ | 3,532,931 | ||||
The changes in the carrying amount of goodwill are as follows:
| Fertility Clinic Services | Therapeutics | Total | ||||||||||
| Balance as of December 31, 2024 | ||||||||||||
| Goodwill | $ | 5,878,986 | $ | 17,656,707 | $ | 23,535,693 | ||||||
| Accumulated impairment losses | ||||||||||||
| 5,878,986 | 17,656,707 | 23,535,693 | ||||||||||
| Impairment losses | (14,645,069 | ) | (14,645,069 | ) | ||||||||
| Goodwill written off related to divesture | (3,011,638 | ) | (3,011,638 | ) | ||||||||
| Balance as of December 31, 2025 | ||||||||||||
| Goodwill | 5,878,986 | 14,645,069 | 20,524,055 | |||||||||
| Accumulated impairment losses | (14,645,069 | ) | (14,645,069 | ) | ||||||||
| $ | 5,878,986 | $ | $ | 5,878,986 | ||||||||
As part of the Wisconsin Fertility Institute (“WFI”) acquisition, which closed on August 10, 2023, the Company acquired a tradename valued at $253,000, noncompetition agreements valued at $3,961,000 and goodwill of $5,878,986 which includes assembled workforce valued at $34,000. The tradename was deemed to have a useful life of 10 years. The noncompetition agreements were deemed to have a useful life of 5 years. The Company recognized an impairment of $1,397,353 in its Clinic Services segment on the noncompetition agreement as the Company agreed to release Dr. Pritts from her noncompetition agreement as part of a settlement and binding term sheet entered into with Dr. Pritts on May 14, 2025. See Note 18 – Commitments and Contingencies for additional information on the settlement and binding term sheet.
As part of the NTI Acquisition, which closed on October 11, 2024, the Company acquired a tradename valued at $257,000, in-process research and development valued at $14,571,000, and goodwill of $17,656,707, which includes assembled workforce valued at $203,000. The NTI tradename and in-process research and development were deemed to have an indefinite useful life. These assets were derecognized upon the disposition of the majority stake of NTI on June 2, 2025. See Note 4 – Business Combination for additional information on the NTI disposition.
During the year ended December 31, 2025, and 2024, the Company recorded amortization expenses related to intangible assets of $553,433 and $817,500, respectively. This amortization expense is related to the WFI tradename and WFI noncompetition agreements.
Goodwill has an indefinite useful life and is therefore not amortized. The Company performed an impairment analysis as of March 31, 2025, and determined the goodwill of NTI was impaired by $14,645,069.
The Company determined an impairment analysis was needed for the NTI goodwill due to an overall decline in the Company’s stock price as of March 31, 2025. The Company engaged an independent third-party valuation specialist to complete the impairment analysis. The valuation specialist used a discounted cash flow method to determine the fair value of NTI was less than the carrying value and therefore goodwill was impaired by $14,645,069. The NTI goodwill was part of the Therapeutics segment.
The following table presents estimated future amortization expense:
| 2026 | $ | 421,400 | ||
| 2027 | 421,400 | |||
| 2028 | 366,386 | |||
| 2029 | 25,300 | |||
| 2030 | 25,300 | |||
| Total | $ | 1,259,786 |
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Jun 2, 2026 | Showing above |
| 2024 | Apr 30, 2025 | |
| 2023 | Apr 16, 2024 | |
| 2022 | Apr 17, 2023 | |
| 2021 | Mar 31, 2022 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.