INVO Fertility, Inc.

INVO FERTILITY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

Note 1 –Summary of Significant Accounting Policies

Description of Business

INVO Fertility, Inc. (“INVO” or the “Company”) is a healthcare services and technology company focused on the fertility marketplace and dedicated to expanding access to assisted reproductive technology (“ART”) care for patients in need. The Company’s principal commercialization strategy is focused on building, acquiring, and operating fertility clinics, including “INVO Centers” dedicated primarily to offering the intravaginal culture (“IVC”) procedure enabled by its INVOcell medical device (“INVOcell”) and US-based, profitable in vitro fertilization (“IVF”) clinics. As of the date of this filing, the Company has four fertility clinics in the United States. The Company also continues to engage in the sale and distribution of its INVOcell technology solution into third-party owned and operated fertility clinics. The Company’s proprietary technology, INVOcell, is a revolutionary medical device that allows fertilization and early embryo development to take place in vivo within the woman’s body. This treatment solution is the world’s first IVC technique for the incubation of oocytes and sperm during fertilization and early embryo development. The Company intends to seek out additional, innovative fertility-focused technologies, to license or acquire to utilize within its operating clinics. In addition, the Company owns 19.9% of NAYA Therapeutics, Inc. (“NTI”), a clinical-stage oncology and autoimmune technology business, after divesting the remaining 80.1% in the second quarter of 2025 to focus exclusively on the fertility marketplace.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for the fair presentation of the Company’s financial statements for the periods presented.

The accompanying consolidated financial statements present on a consolidated basis the accounts of the Company and its wholly owned subsidiaries and controlled affiliates. All significant intercompany accounts and transactions have been eliminated in consolidation.

The Company uses the equity method of accounting when it owns an interest in an entity whereby it can exert significant influence over but cannot control the entity’s operations.

The Company considers events or transactions that have occurred after the consolidated balance sheet date of March 31, 2026, but prior to the filing of the consolidated financial statements with the SEC in this Quarterly Report on Form 10-Q, to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure, as applicable. Subsequent events have been evaluated through the date of the filing of this Quarterly Report on Form 10-Q.

Business Segments

The Company operates inthree segments. SeeNote 16 – Segment Reporting for additional information on the Company’s segments.

Business Acquisitions

The Company accounts for all business acquisitions at fair value and expenses acquisition costs as they are incurred. Any identifiable assets acquired and liabilities assumed are recognized and measured at their respective fair values on the acquisition date. If information about facts and circumstances existing as of the acquisition date is incomplete at the end of the reporting period in which a business acquisition occurs, the Company will report provisional amounts for the items for which the accounting is incomplete. The measurement period ends once the Company receives sufficient information to finalize the fair values; however, the period will not exceed one year from the acquisition date. Any adjustments to provisional amounts that are identified during the measurement period are recognized in the reporting period in which the adjustment amounts are determined.

Discontinued Operations

The Company accounted for the divesture of its NTI subsidiary in accordance with Accounting Standards Codification (“ASC”) 205,Discontinued Operations(“ASC 205”). ASC 205 requires that a component of an entity that has been disposed of or is classified as held for sale, has operations and cash flows that can be clearly distinguished from the rest of the entity, and represents a strategic shift that has (or will have) a major effect on the reporting entity’s financial results must be reported as discontinued operations. As of June 30, 2025 the divesture of NTI met the held-for-sale criteria as defined in ASC 205 and was disposed of in the same period. SeeNote 6 – Discontinued Operations for additional information on the discontinued operations treatment of NTI.

In the period a component of an entity is classified as a discontinued operation, the results of operations for the periods presented are reclassified into separate line items in the unaudited consolidated statements of operations and the assets and liabilities of the discontinued operation are also reclassified into separate line items on the related consolidated balance sheets. Prior period amounts are also adjusted to reflect discontinued operations presentation. All amounts included in the notes to the unaudited consolidated financial statements relate to continuing operations unless otherwise noted.

Variable Interest Entities

The Company’s consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and variable interest entities (“VIE”), where the Company is the primary beneficiary under the provisions of ASC 810, Consolidation (“ASC 810”). A VIE must be consolidated by its primary beneficiary when, along with its affiliates and agents, the primary beneficiary has both: (i) the power to direct the activities that most significantly impact the VIE’s economic performance; and (ii) the obligation to absorb losses or the right to receive the benefits of the VIE that could potentially be significant to the VIE. The Company reconsiders whether an entity is still a VIE only upon certain triggering events and continually assesses its consolidated VIEs to determine if it continues to be the primary beneficiary. SeeNote 4 – Variable Interest Entities for additional information on the Company’s consolidated VIEs.

Equity Method Investments

Investments in unconsolidated affiliates, over which the Company exerts significant influence but does not control or otherwise consolidate, are accounted for using the equity method. Equity method investments are initially recorded at cost. These investments are included in investment in joint ventures in the accompanying consolidated balance sheets. The Company’s share of the profits and losses from these investments is reported in loss from equity method joint venture in the accompanying consolidated statements of operations. The Company monitors its investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating performance of the investees and records reductions in carrying values when necessary. SeeNote 4 – Variable Interest Entities for additional information on the Company’s equity method VIE’s.

Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.

Cash and Cash Equivalents

For financial statement presentation purposes, the Company considers time deposits, certificates of deposit, and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. At times, cash and cash equivalents balances exceed amounts insured by the Federal Deposit Insurance Corporation.

Accounts Receivable, net

The Company estimates an allowance for doubtful accounts based upon an evaluation of the current status of receivables, historical experience, and other factors as necessary. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change.

The following table presents the changes in the Company’s allowance for doubtful accounts:

Inventory

Inventories consist of raw materials, work in process and finished goods and are stated at the lower of cost or net realizable value, using the first-in, first-out method as a cost flow method.

Property and Equipment

The Company records property and equipment at cost. Property and equipment are depreciated using the straight-line method over the estimated economic lives of the assets, which are from 3 to 10 years. The Company capitalizes the expenditures for major renewals and improvements that extend the useful lives of property and equipment. Expenditures for maintenance and repairs are charged to expense as incurred. The Company reviews the carrying value of long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of long-lived assets is measured by a comparison of their carrying amounts to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value.

Long- Lived Assets

Long-lived assets and certain identifiable assets related to those assets are periodically reviewed for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recoverable. If the non-discounted future cash flows of the asset are less than their carrying amount, their carrying amounts are reduced to fair value and an impairment loss recognized.

Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of cash, accounts receivable, accounts payable, notes payable, convertible preferred stock, and warrants. The carrying value of cash, accounts receivable, accounts payable and notes payable, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments.

ASC 820 establishes a three-level hierarchy for fair value measurements based on the observability of inputs used in valuation techniques:

The following table presents, for each of the fair value hierarchy levels required under ASC 820, the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2026:

The following table presents, for each of the fair value hierarchy levels required under ASC 820, the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2025:

The following table presents the changes is the fair value of the Level 3 assets and liabilities:

The Company used a scenario-based discounted cash flow (income approach) to estimate the fair value of the NAYA Therapeutics convertible note receivable as of March 31, 2026. Under this method, management identified four discrete payoff scenarios based on the note’s contractual terms, then probability-weighted the present value of expected cash flows under each scenario. The calibrated discount rate was 10.27%

Derivatives

The Company reviews the conversion features of all liability and equity instruments based on the requirements of ASC 815, “Derivatives and Hedging” to determine if the conversion feature represents an embedded derivative. The Company had no derivatives as of March, 31, 2026.

Income Taxes

The Company is subject to income taxes in the United States and its domestic tax liabilities are subject to the allocation of expenses in multiple state jurisdictions. The Company uses the asset and liability method to account for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The recoverability of deferred tax assets is evaluated by assessing the adequacy of future expected taxable income from all sources, including taxable income in prior carryback years, reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. To the extent the Company does not consider it more-likely-than-not that a deferred tax asset will be recovered, a valuation allowance is established.

Revenue Recognition

The Company recognizes revenue on arrangements in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services ASC 606 requires companies to assess their contracts to determine the timing and amount of revenue to recognize under the new revenue standard. The model has a five-step approach:

Revenue generated from the sale of INVOcell is typically recognized at the time the product is shipped, at which time the title passes to the customer, and there are no further performance obligations.

Revenue generated from clinical and lab services related at the Company’s fertility clinics is typically recognized at the time the service is performed.

The Company’s Therapeutics segment did not generate revenue. This segment was divested during the second quarter of 2025.

Deferred Revenue

The Company records deferred revenue when cash payments are received or become due in advance of the Company’s performance under the applicable revenue arrangement. Deferred revenue primarily consists of advance payments for clinical services not yet rendered. Such amounts are recognized as revenue as services are provided in accordance with ASC 606.

The following table presents the changes in the Company’s deferred revenue:

Stock Based Compensation

The Company accounts for stock-based compensation under the provisions of ASC 718-10, Compensation. This statement requires the Company to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost is recognized over the period in which the employee is required to provide service or based on performance goals in exchange for the award, which is usually the vesting period. The Company recognizes forfeitures as they occur.

Loss Per Share

Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding. Diluted earnings per share are computed similarly to basic earnings per share except that the denominator is increased to include potentially dilutive securities. The Company’s diluted loss per share is the same as the basic loss per share for the three months ended March 31, 2026, and 2025, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.

The Company has excluded the following dilutive securities from the calculation of fully diluted shares outstanding because the result would have been anti-dilutive:

Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued ASU 2025-05 Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”) which allows public business entities a practical expedient. Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025 and interim reporting periods within those annual reporting periods. The Company adopted ASU 2025-05 for the period-ended March 31, 2026 and concluded it did not have a material impact to its condensed consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03 Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). The ASU aims to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. In January 2025, the ASU was subsequently amended by ASU 2025-01 to clarify the effective date by which all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of ASU 2024-03 is permitted. The Company is currently evaluating the impact of this guidance on its financial statements.

Note 2 –Liquidity

Historically, the Company has funded its cash and liquidity needs through revenue collection, equity financings, debt, and convertible debt. For the three months ended March 31, 2026 and 2025, the Company incurred a net loss from continuing operations of approximately $5.5 million and $1.5 million, respectively, and has an accumulated deficit of approximately $96.9 million as of March 31, 2026.

The Company has been dependent on raising capital through debt and equity financings to meet its needs for cash used in operating and investing activities. During the first three months of 2026, the Company received net proceeds of $7.1 million from a warrant inducement. Over the next 12 months, the Company’s plan includes growing its clinic revenue organically and pursuing additional profitable fertility clinic acquisitions. Until the Company can generate positive cash from operations, it will need to raise additional funding to meet its liquidity needs and to execute its business strategy. As in the past, the Company will seek debt and/or equity financing, which may not be available on reasonable terms, if at all.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date the accompanying financial statements are issued. If the Company is unable to raise additional funding to meet its working capital needs in the future, it will be forced to delay or reduce the scope of its growth and acquisition plans and/or limit or cease its operations. If the Company cannot continue as a going concern, its stockholders would likely lose most or all of their investment in the Company. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 3 –Business Combinations

On February 18, 2026, the Company, consummated its acquisition of Family Beginnings P.C. (the “Indiana Clinic”) for a combined purchase price of $760,000, consisting of $360,000 in cash, of which $210,000 was paid at closing, $150,000 was a holdback to be released six months after the closing date, and $400,000 in Series D Preferred (seeNote 13 – Stockholders’ Equity for additional information on the Series D Preferred).

The Indiana Clinic is a fertility practice that provides direct treatment to patients focused on fertility care, and employs a physician and other healthcare providers to deliver such services and procedures.

The Company’s wholly owned subsidiary, Wood Violet Fertility, LLC (“Wood Violet”) purchased the Indiana Clinic’s non-medical assets, and Fertility, P.A., a Florida professional corporation, purchased the Indiana Clinic’s medical assets.

On February 18, 2026, in conjunction with the Indiana Clinic acquisition, Wood Violet entered into a Management Services Agreement (the “Indiana MSA”) with Fertility, P.A., pursuant to which Wood Violet provides management, administrative, laboratory, and other operational support services to the medical practice.

The Company’s consolidated financial statements for the three months ended March 31, 2026 include the Indiana Clinic’s results of operations from the acquisition date of February 18, 2026 through March 31, 2026. The Company’s consolidated financial statements reflect the preliminary purchase accounting adjustments in accordance with ASC 805, “Business Combinations”, whereby the purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated fair values on the acquisition date. The Company assigned no value to tangible assets, liabilities, or other intangible assets for which estimated fair value was determined to be insignificant as of the acquisition date.

Pro Forma Financial Information

The following unaudited pro forma consolidated results of operations for the three months ended March 31, 2026 and 2025 assume the acquisition was completed on January 1, 2025:

Pro forma data does not purport to be indicative of the results that would have been obtained had these events actually occurred at the beginning of the periods presented and is not intended to be a projection of future results. The share and per share data have been retroactively reflected for the acquisition.

Note 4 –Variable Interest Entities

Consolidated VIEs

Bloom INVO, LLC

On June 28, 2021, INVO Centers LLC, a Delaware company wholly owned by the Company, (“INVO CTR”) entered into a limited liability company agreement (the “Bloom Agreement”) with Bloom Fertility, LLC (“Bloom”) to establish a joint venture entity, formed as “Bloom INVO LLC” (the “Georgia JV”), for the purposes of commercializing INVOcell, and the related IVC procedure, through the establishment of an INVO Center in the Atlanta, Georgia metropolitan area (the “Atlanta Clinic”).

In consideration for the Company’s commitment to contribute up to $800,000 within the 24-month period following the execution of the Bloom Agreement to support the start-up operations of the Georgia JV, the Georgia JV issued 800 of its units to INVO CTR and in consideration for Bloom’s commitment to contribute physician services having an anticipated value of up to $1,200,000 over the course of a 24-month vesting period, the Georgia JV issued 1,200 of its units to Bloom.

The responsibilities of Bloom include providing all medical services required for the operation of the Atlanta Clinic. The responsibilities of INVO CTR include providing certain funding to the Georgia JV, lab services quality management, and providing access to and being the exclusive provider of the INVOcell to the Georgia JV. INVO CTR also performs all required, industry specific compliance and accreditation functions, and product documentation for product registration.

The Bloom Agreement provides Bloom with a “profits interest” in the Georgia JV and, in connection with such profits interest, states that profits and losses be allocated to its members based on a hypothetical liquidation of the Georgia JV. In such a scenario, liquidation proceeds would be distributed in the following order: (a) to INVO CTR until the difference between its capital contributions and distributions equals $0; (b) to Bloom until its distributions equal 150% of the liquidation amounts distributed to INVO CTR (a “catch-up” to rebalance the distributions between members); and (c) thereafter on a pro rata basis. The Georgia JV had no assets or liabilities at the time the units were issued, and, as of March 31, 2026, INVO CTR had made capital contributions greater than the net loss of the Georgia JV. As such, the entire net loss was allocated to INVO CTR, and no loss was allocated to the noncontrolling interest of Bloom.

The Company determined the Georgia JV is a VIE, and that the Company is its primary beneficiary because the Company has an obligation to absorb losses that are potentially significant and the Company controls the majority of the activities that impact the Georgia JV’s economic performance, specifically control of the INVOcell and lab services quality management. As a result, the Company consolidated the Georgia JV’s results with its own. As of March 31, 2026, the Company invested $0.9 million in the Georgia JV in the form of capital contributions as well as $0.5 million in the form of a note. For the three months ended March 31, 2026 and 2025, the Georgia JV recorded a net profit of $89 thousand and a net loss of $33 thousand respectively. Noncontrolling interest in the Georgia JV was $0.

Unconsolidated VIEs

HRCFG INVO, LLC

On March 10, 2021, INVO CTR entered into a limited liability company agreement with HRCFG, LLC (“HRCFG”) to form a joint venture for the purpose of establishing an INVO Center in Birmingham, Alabama. The name of the joint venture entity is HRCFG INVO, LLC (the “Alabama JV”). The Company also provides certain funding to the Alabama JV. Each party owns 50% of the Alabama JV.

The Company determined that the Alabama JV is a VIE for which no party is the primary beneficiary. Although the Company has potentially significant economic exposure as the Alabama JV’s primary funding source, it does not have unilateral power to direct the activities that most significantly impact the Alabama JV’s economic performance, as such power is shared between the parties under the Alabama JV’s operating agreement. Accordingly, the Company accounts for its interest in the Alabama JV under the equity method.

The Company funded the Alabama JV in the form of a $1.7 million note receivable issued by HRCFG (the “Alabama JV Note Receivable”). The Alabama JV Note Receivable has an annual interest rate of 1.5% and repayment is to be made from 30% of the Alabama JV’s operating profit. Beginning in May 2022, the principal Alabama JV Note Receivable was reduced by $15,000 each month in exchange for consulting services provided by the members of HRCFG. The consulting agreement was terminated in the third quarter of 2025. As of March 31, 2026 and 2025, the principal balance of the Alabama JV Note Receivable was $1.1 million and $1.2 million respectively.

The Company co-signed a lease with HRCFG to provide facilities for the Alabama JV’s clinical operations. The Alabama JV is responsible for the lease payments and controls the use of the leased premises. The Company is obligated to satisfy the lease payments only in the event the Alabama JV is unable to do so. The remaining lease payments as of March 31, 2026 and 2025 were $0.3 million and $0.4 million, respectively.

For the quarters ended March 31, 2026 and 2025, the Alabama JV recorded net income of $0.04 million and $0.03 million, respectively, of which the Company recognized gains from equity method investments of $0.02 million and $0.02 million, respectively. The negative carrying value of the Alabama JV as of March 31, 2025 and 2024 was $(0.4) million and $(0.5) million, respectively.

The following table summarizes our investments in unconsolidated VIEs:

Earnings from investments in unconsolidated VIEs were as follows:

The following tables summarize the combined unaudited financial information of our unconsolidated VIEs:

Note 5 –Agreements and Transactions with VIE’s

The Company sells INVOcells to its consolidated and unconsolidated VIEs and anticipates continuing to do so in the ordinary course of business. All intercompany transactions with consolidated entities are eliminated in the Company’s consolidated financial statements. Pursuant to ASC 323-10-35-8, the Company eliminates any sales to an unconsolidated VIE for INVOcell inventory that the VIE still has remaining on the books at period end.

The following table summarizes the Company’s transactions with VIEs:

The Company had balances with VIEs as follows:

Note 6 –Discontinued Operations

On June 2, 2025, the Company divested a majority stake in NTI. The Company elected to redeem all outstanding shares of Series C-1 Preferred at a redemption price of 113.8558 shares of Class A Common Stock of NTI for each share of C-1 Preferred being redeemed. Immediately, prior to the redemption, the Company was the holder of 3,227,813 shares of Class A Common Stock of NTI, representing all outstanding common shares of NTI. The Company retained 6,300 shares of Series A Preferred Stock of NTI, which represents 19.9% of the outstanding common stock on an as-if converted basis. In addition, on May 28, 2025, NTI issued a secured convertible promissory note (“NTI Note Receivable”) in the principal amount of $4,803,175 to the Company. The NTI Note Receivable carries an interest rate of 7% per annum and has a maturity date of November 28, 2026. In the event of a Qualified IPO or Qualified Securities transaction, the NTI Note Receivable shall convert into share of NTI Class A Common Stock at a conversion price equal to the closing sale price of the IPO or Qualified Securities, subject to beneficial ownership limitations.

In the second quarter of 2025, the Company recognized a loss of $1,534,517 upon the disposition of the 80.1% ownership of NTI.

The major classes of line items constituting loss from discontinued operations are as follows:

There were no depreciation, amortization, capital expenditures, or significant operating and investing noncash items related to the discontinued operations.

Note 7 –Inventory

Components of inventory are as follows:

Note 8 –Property and Equipment

The estimated useful lives and accumulated depreciation for equipment are as follows as of March 31, 2026, and December 31, 2025:

During the three months ended March 31, 2026, and 2025, the Company recorded depreciation expense of $37,348 and $30,087, respectively.

Note 9 –Intangible Assets and Goodwill

Components of intangible assets are as follows:

The changes in the carrying amount of goodwill are as follows:

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. In 2025, 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.

During the three months ended March 31, 2026, and 2025, the Company recorded amortization expenses related to intangible assets of $105,350 and $204,375, 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 following table presents estimated future amortization expense:

Note 10 –Leases

The Company has various operating lease agreements in place for its office and joint ventures. Per FASB’s ASU 2016-02, Leases Topic 842 (“ASU 2016-02”), effective January 1, 2019, the Company is required to report a right-of-use asset and corresponding liability to report the present value of the total lease payments, with appropriate interest calculation. The Company utilizes the incremental borrowing rate for each lease by developing a synthetic credit rating for the Company as of the commencement date of each lease, adjusting the synthetic credit rating to reflect the collateralized nature of the incremental borrowing rate, the Company’s borrowing rate under other debt facilities, and the market spread between secured and unsecured borrowings, and based on the adjusted synthetic rating and the various terms of the leases, selected the incremental borrowing rate based on the commencement date, duration of the lease, and a corresponding weight-adjusted corporate yield curve. Lease renewal options included in any lease are considered in the lease term if it is reasonably certain the Company will exercise the option to renew. The Company’s operating lease agreements do not contain any material restrictive covenants.

As of March 31, 2026, the Company’s lease components included in the consolidated balance sheet were as follows:

Future minimum lease payments as of March 31, 2026 were as follows:

For the three months ended March 31, 2026 and 2025, the weighted average remaining lease term for operating leases was 82 months and 93 months, respectively. For the three months ended March 31, 2026 and 2025, the weighted average discount rate for operating leases was 12.4 % and 12.2%, respectively. The Company paid approximately $0.1 million and $0.1 million in cash for operating lease amounts included in the measurement of lease liabilities for the three months ended March 31, 2026 and 2025, respectively. The Company did not have any finance leases as of March 31, 2026.

Note 11 –Notes Payable

Notes payables consisted of the following:

Related Party Demand Notes

JAG Note

In the fourth quarter of 2022, the Company received $500,000 through the issuance of five demand notes (the “JAG Notes”) from a related party, JAG Multi Investments LLC (“JAG”). The Company’s Chief Business Officer is a beneficiary of JAG but does not have any control over JAG’s investment decisions with respect to the Company. The JAG Notes accrue 10% annual interest from their respective dates of issuance. At maturity, the Company agreed to pay outstanding principal, a 10% financing fee and accrued interest. On July 10, 2023, the Company received an additional $100,000 from JAG through the issuance of an additional demand note.

On January 21, 2025, the Company received a demand notice from JAG.

On August 13, 2025, the Company and JAG entered into a letter agreement (the “JAG August Letter”)pursuant to which (i) the maturity date of the JAG Notes is extended until September 30, 2025, (ii) if the Company paid $100,000 to JAG before September 30, 2025, the maturity of the JAG Notes will be extended automatically to December 31, 2025, (iii) if the Company pays an additional $175,000 to JAG before the end of each subsequent quarter, the maturity of the JAG Notes will be extended automatically by an additional calendar quarter, until the JAG Notes have been repaid in full, (iv) if the Company raises more than $3,000,000 after the date of the letter agreement, the Company shall pay ten percent (10%) of any proceeds in excess of $3,000,000 to repay the JAG Notes, (v) the JAG Notes may be converted by the holder into shares of the Company’s common stock at a conversion price of $80.00 per share, and (vi) the Company agreed to issue to JAG a warrant (the “JAG Warrant”) to purchase up to 3,750 shares of the Company’s common stock at an exercise price of $80.00 per share, exercisable for five years from the date of issuance.

As the JAG August Letter added a conversion feature to the JAG Notes, the modification was accounted for as an extinguishment. The Company recognized a loss of $235,712 based on the fair value of the warrants issued with the modification.

On November 13, 2025, the Company and JAG entered into a letter agreement (the “JAG Nov Letter”) pursuant to which (i) the maturity date of the JAG Notes was extended until December 31, 2025, if the Company paid $100,000 to JAG by November 30, 2025, (ii) the exercise price on the JAG Warrant was reduced from $80.00 per share to $30.00 per share, and (iii) the remaining terms of the JAG August Letter remained unchanged. The Company reviewed the revised terms of the JAG Nov Letter both qualitatively and quantitatively and determined it was a modification.

For the periods ended March 31, 2026 and 2025, the Company incurred $16,500 and $15,000 in interest related to the JAG Notes, respectively. In December 2025, the Company repaid $63,000 of interest due on the JAG Notes. As of March 31, 2026 the balance of the JAG Notes was $660,000 plus outstanding accrued interest of $142,437.

Executive Notes

In the fourth quarter of 2022, the Company received $200,000 through the issuance of demand promissory notes of which (1) $100,000 was received from its Chief Executive Officer ($60,000 on November 29, 2022, $15,000 on December 2, 2022, and $25,000 on December 13, 2022) and (2) $100,000 was received from an entity controlled by its Chief Business Officer ($75,000 on November 29, 2022 and $25,000 on December 13, 2022). These notes accrue 10% annual interest accrues from the date of issuance. These notes are callable with 10 days prior written notice for the principal amounts, a 10% financing fee, and accrued interest.

For the periods ended March 31, 2026 and 2025, the Company incurred $5,000 and $5,000 in interest related to these demand notes, respectively. As of March 31, 2026 the cumulative balance of these demand notes was $220,000 plus outstanding accrued interest of $67,460.

Revenue Loan and Security Agreement

On September 29, 2023, the Company, Steven Shum, as a Key Person, and the Company’s wholly-owned subsidiaries Bio X Cell, Inc, INVO CTR, Wood Violet Fertility LLC, FLOW and Orange Blossom Fertility LLC as guarantors (the “Guarantors”), entered into a Revenue Loan and Security Agreement (the “Loan Agreement”) with Decathlon Alpha V LP (the “Lender”) under which the Lender advanced a gross amount of $1,500,000 to the Company (the “RSLA Loan”). The RSLA Loan has a maturity date of June 29, 2028, is payable in fixed monthly installments, as set forth in the Loan Agreement, and may be prepaid without penalty at any time. The installments include an interest factor that varies based on when the RSLA Loan is fully repaid and is based on a minimum amount that increases from thirty five percent (35%) of the RSLA Loan principal, if fully repaid in the first six months, to one hundred percent (100%) of the RSLA Loan principal, if fully repaid after 30 months from the RSLA Loan’s effective date.

On September 24, 2024, the Company, the Lender, Steven Shum, and the Guarantors entered into an amendment to the Loan Agreement, pursuant to which the Lender approved the Sept 24 Cash Advance Agreement and the Company agreed to increase the “Minimum Interest” (as defined in the Loan Agreement) by 0.15x effective as of December 1, 2024, if the Company did not receive equity investment of at least $1,000,000 by November 30, 2024. The Company did not raise such amount by such date, and, as such the Minimum Interest rate due on the RSLA Loan increased by 0.15x.

On August 13, 2025, the Company, the Lender, Steven Shum, and the Guarantors entered into a third amendment to the Loan Agreement, pursuant to which (i) the Lender consented to the change of the Company’s name to INVO Fertility, Inc., (ii) the Lender waived the event of default that would result from the entry of judgment pursuant to a term sheet with Dr. Pritts and the Pritts Trust, (iii) the parties agreed to an adjusted repayment schedule whereby the monthly payment under the Loan Agreement increased by $20,000, and (iv) the Company agreed to reimburse the Lender for approximately $17,500 in fees and expenses incurred in connection with the third amendment. The Company reviewed the revised terms of the third amendment both qualitatively and quantitatively and as there was more than a 10% change in cash flows determined it should be accounted for an extinguishment. As such the $17,500 in lender fees were expensed immediately as an extinguishment loss.

The financing fees for the RSLA Loan were recorded as a debt discount. As of March 31, 2026 the debt discount had been fully amortized and in March 31, 2025, the Company amortized $789 of the debt discount. For the three months ended March 31, 2026 and 2025, the Company incurred $158,343 and $112,253, respectively, in interest related to the RSLA Loan. The principle balance outstanding was $1,217,207 and $1,022,733 as of March 31, 2026 and 2025, respectively.

Note 12 –Related Party Transactions

JAG Note Payable and Warrant

In the fourth quarter of 2022, the Company issued a series of demand promissory notes in the aggregate principal amount of $550,000 to a related party, JAG, a company in which the Company’s Chief Business Officer is a beneficiary but does not have any control over its investment decisions with respect to the Company, for an aggregate purchase price of $500,000. The JAG Notes accrue 10% annual interest from their respective dates of issuance. At maturity, the Company agreed to pay outstanding principal, a 10% financing fee and accrued interest. On July 10, 2023, the Company issued an additional demand promissory note in the principal amount of $110,000 to JAG for a purchase price of $100,000.

In consideration for subscribing to the JAG Note for $100,000 dated December 29, 2022, and for agreeing to extend the date on which the other JAG Notes are callable to March 31, 2023, the Company issued JAG a warrant to purchase 61 shares of common stock. The warrant may be exercised for a period of five (5) years from issuance at a price of $14,400.00 per share. On July 10, 2023, JAG agreed to extend the date on which the JAG Notes are callable to September 30, 2023. On January 21, 2025, the Company received a demand notice from JAG.

On August 13, 2025, the Company and JAG entered into the JAG August Letter pursuant to which (i) the maturity date of the JAG Notes is extended until September 30, 2025, (ii) if the Company paid $100,000 to JAG before September 30, 2025, the maturity of the JAG Notes will be extended automatically to December 31, 2025, (iii) if the Company pays an additional $175,000 to JAG before the end of each subsequent quarter, the maturity of the JAG Notes will be extended automatically by an additional calendar quarter, until the JAG Notes have been repaid in full, (iv) if the Company raises more than $3,000,000 after the date of the letter agreement, the Company shall pay ten percent (10%) of any proceeds in excess of $3,000,000 to repay the JAG Notes, (v) the JAG Notes may be converted by the holder into shares of the Company’s common stock at a conversion price of $80.00 per share, and (iv) the Company agreed to issue to the JAG Warrant.

On November 13, 2025, the Company and JAG entered into the JAG Nov Letter pursuant to which (i) the maturity date of the JAG Notes was extended until December 31, 2025, if the Company paid $100,000 to JAG by November 30, 2025, (ii) the exercise price on the JAG Warrant was reduced from $80.00 per share to $30.00 per share, and (iii) the remaining terms of the JAG August Letter remained unchanged.

For the periods ended March 31, 2026 and 2025, the Company incurred $16,500 and $15,000 in interest related to the JAG Notes, respectively. In December 2025, the Company repaid $63,000 of interest due on the JAG Notes. As of March 31, 2026 the balance of the JAG Notes was $660,000 plus outstanding accrued interest of $142,437.

Executive Notes Payable

In the fourth quarter of 2022, the Company issued demand promissory notes in the aggregate principal amount of $220,000 for an aggregate purchase price of $200,000, of which (1) $100,000 was received from its Chief Executive Officer ($60,000 on November 29, 2022, $15,000 on December 2, 2022, and $25,000 on December 13, 2022) and (2) $100,000 was received from an entity controlled by its Chief Business Officer ($75,000 on November 29, 2022 and $25,000 on December 13, 2022). These notes accrue 10% annual interest accrues from the date of issuance. These notes are callable with 10 days prior written notice. At maturity, the Company agreed to pay outstanding principal, a 10% financing fee, and accrued interest.

For the quarters ended March 31, 2026 and 2025, the Company incurred $5,000 and $5,000 in interest related to these demand notes, respectively. As of March 31, 2026 the cumulative balance of these demand notes was $220,000 plus outstanding accrued interest of $67,460.

Note 13 –Stockholders’ Equity

Reverse Stock Split (Mar 2026)

On March 25, 2026, the Company’s board of directors approved a reverse stock split of the Company’s common stock at a ratio of 1-for-5 and also approved a proportionate increase in its authorized common stock from 50,000,000 shares to 250,000,000. Thereverse stock split took effect on March 27, 2026. All share information included in this Form 10-Q has been reflected as if the reverse stock split occurred as of the earliest period presented.

Increase in Authorized Common Stock (Jan 2026)

On January 22, 2026, the Company’s stockholders approved an amendment to our Amended and Restated Articles of Incorporation to increase our number of authorized shares of common stock from 6,250,000 to 250,000,000 and the Company filed a Certificate of Amendment to its Articles of Incorporation to increase its authorized shares of common stock for the same.

Reverse Stock Split (Nov 2025)

On November 26, 2025, the Company’s board of directors approved a reverse stock split of the Company’s common stock at a ratio of 1-for-8 and also approved a proportionate decrease in its authorized common stock to 6,250,000 shares from 50,000,000. Thereverse stock split took effect on November 28, 2025. All share information included in this Form 10-Q has been reflected as if the reverse stock split occurred as of the earliest period presented.

Increase in Authorized Common Stock (July 2025)

On July 23, 2025, the stockholders of the Company approved an amendment to the Company’s Amended and Restated Articles of Incorporation to increase its number of authorized shares of common stock from 1,388,888 to 50,000,000. On July 23, 2025, the Company filed a Certificate of Amendment to its Articles of Incorporation to increase its authorized shares of common stock from 1,388,888 shares to 50,000,000 shares.

Reverse Stock Split (July 2025)

On June 30, 2025, the Company’s board of directors approved a reverse stock split of the Company’s common stock at a ratio of 1-for-3 and also approved a proportionate decrease in its authorized common stock to 1,388,888 shares from 4,166,667. The reverse stock split took effect on July 21, 2025. All share information included in this Form 10-Q has been reflected as if the reverse stock split occurred as of the earliest period presented.

Reverse Stock Split (March 2025)

On February 24, 2025, the Company’s board of directors approved a reverse stock split of the Company’s common stock at a ratio of 1-for-12 and also approved a proportionate decrease in its authorized common stock to 4,166,667 shares from 50,000,000. Thereverse stock split took effect on March 18, 2025. All share information included in this Form 10-Q has been reflected as if the reverse stock split occurred as of the earliest period presented.

Series C-2 Preferred Stock

On October 14, 2024, the Company filed with the Nevada Secretary of State a Certificate of Designation (the “Series C-2 Certificate of Designation”) of Series C-2 Convertible Preferred Stock (the “Series C-2 Preferred”) which sets forth the rights, preferences, and privileges of the Series C-2 Preferred.8,576 shares of Series C-2 Preferred with a stated value of $1,000.00 per share were authorized under the Series C-2 Certificate of Designation.

Each share of Series C-2 Preferred has a stated value of $1,000.00, which, along with any additional amounts accrued thereon pursuant to the terms of the Series C-2 Certificate of Designation (collectively, the “Conversion Amount”) is convertible into shares of the Company’s common stock at an initial conversion price equal to $992.60 per share, subject to adjustment as set forth in the C-2 Certificate of Designation. Following the Company’s stockholders approval of the issuance of common stock upon conversion of the Series C-2 Convertible Preferred Stock, each share of Series C-2 Preferred became convertible into the Company’s common stock at the option of the holder of such Series C-2 Preferred shares, except that the Company may not effect such conversion if, after giving effect to the conversion or issuance, the holder, together with its affiliates, would beneficially own in excess of 9.99% of the Company’s outstanding common stock.

Commencing on the ninety-first (91st) day after the first issuance of any Series C-2 Preferred, the holders of Series C-2 Preferred were entitled to receive dividends on the stated value at the rate of ten percent (10%) per annum, payable in shares of the Company’s common stock, with each payment of a dividend payable in shares of the Company’s common stock at a conversion price of eighty-five percent (85%) of the average of the volume weighted average price of the Company’s common stock for the five (5) trading days before the applicable dividend date. Such dividends continued to accrue until paid. Such dividends would not be paid in shares of the Company’s common stock unless and until the Company’s stockholders approve the issuance of common stock upon conversion of the Series C-2 Preferred. The holders of Series C-2 Preferred were also be entitled to receive a pro-rata portion, on an as-if convertible basis, of any dividends payable on common stock.

The Series C-2 Preferred ranks senior to the Company’s common stock and to the Series C-1 Preferred. Subject to the rights of the holders of any senior securities, in the event of any voluntary or involuntary liquidation, dissolution, or winding up, or sale of the Company, each holder of Series C-2 Preferred shall be entitled to receive its pro rata portion of an aggregate payment equal to the greater of (a)125% of the Conversion Amount with respect to such shares, and (b) the amount as would be paid on the Company’s common stock issuable upon conversion of the Series C-2 Preferred, determined on an as-converted basis, without regard to any beneficial ownership limitation.

Other than those rights provided by law, the Series C-2 Preferred has no voting rights. The Series C-2 Preferred was only redeemable upon a “Bankruptcy Triggering Event” or a “Change of Control” that may have occurred after May 9, 2025. Due to the Series C-2 Preferred being redeemable under these triggering events it was classified as mezzanine equity until it was amended on June 27, 2025, to remove the triggering event redemption (as noted below). As the Company did not have sufficient authorized but unissued common stock, the Series C-2 Preferred remained classified as mezzanine equity. Following shareholder ratification of the increase in authorized shares on July 23, 2025, the Series C-2 Preferred was reclassified as permanent equity.

On May 23, 2025, the Company filed with the Nevada Secretary of State the Certificate of Amendment to the Series C-2 Certificate of Designation pursuant to which, among other things, holders of Series C-2 Preferred are entitled to receive dividends payable in Series C-2 Preferred, subject to meeting certain conditions (the “Equity Conditions”).

In addition, upon issuance of AIR Preferred Shares (as defined below), the conversion price of the Series C-2 Preferred shall be deemed to be the lowest of (i) the conversion price as in effect on the date that the Holder exercises its Additional Investment Right (as defined above), and (ii) the greater of (x) the Floor Price (as defined in the Certificate of Amendment to the Series C-2 Certificate of Designations) and (y) 85% of the arithmetic average of the three (3) lowest VWAPs during the ten (10) trading days prior to the date of the exercise of the Additional Investment Right.

On June 27, 2025, the Company filed with the Nevada Secretary of State a Certificate of Amendment to Certificate of Designation of the Series C-2 Non-Voting Convertible Preferred Stock of the Company (the “2 nd Certificate of Amendment”), which amends and restates the rights, preferences, and privileges of the Series C-2 Preferred. Twenty thousand (20,000) shares of Series C-2 Preferred with a stated value of $1,000.00 per share were authorized under the 2 nd Certificate of Amendment.

The 2 nd Certificate of Amendment removed the “Bankruptcy Triggering Event” and “Change of Control” redemption rights.

Series D Preferred Stock

On February 18, 2026, the Company authorized 400 shares of Series D Non-Voting Convertible Preferred Stock (the “Series D Preferred”) with a stated value of $1,000.00 per share.

The Series D Preferred is convertible into shares of the Company’s common stock at an initial conversion price of $6.00 per share, subject to adjustments including customary adjustments for stock dividends, stock splits, reclassifications and the like, and weighted average price-based adjustments in the event of any issuances of shares of common stock, or securities convertible, exercisable or exchangeable for shares of common stock, at a price below the then applicable conversion price (subject to certain exceptions); provided, however, in no event will the conversion price be less than the Floor Price (as defined in the Series D Preferred Certificate of Designation).

Each share of Series D Preferred is convertible into the Company’s common stock at the option of the holder, except if, after giving effect to the conversion or issuance, such holder, together with its affiliates, would beneficially own in excess of 4.99% of the Company’s outstanding common stock.

The Series D Preferred ranks senior to the Company’s common stock. Subject to the rights of the holders of any senior securities, in the event of any voluntary or involuntary liquidation, dissolution, or winding up, or sale of our company, each holder of Series D Preferred shall be entitled to receive its pro rata portion of an aggregate payment equal to the amount as would be paid on our common stock issuable upon conversion of the Series D Preferred, determined on an as-converted basis, without regard to any beneficial ownership limitation.

Pursuant to the Series D Certificate of Designation, a holder of Series D Preferred is entitled to receive dividends on an as-converted basis (without regard to applicable beneficial ownership limitations) equal to, and in the same form and manner as, dividends paid on the Company’s common stock, other than dividends payable solely in shares of common stock. Notwithstanding the foregoing, the Series D Preferred has no voting rights and has no other rights other than those rights provided by law.

The Company may, at its option, redeem, all outstanding shares of Series D Preferred in whole, or in part, upon not less than five (5) calendar days written notice to the holder prior to the date fixed for redemption thereof, at a redemption price per share of the stated value plus all declared but unpaid dividends thereon.

Additional Investment Right

Effective as of May 23, 2025, the Company and FNL entered into an agreement to amend that certain Securities Purchase Agreement, dated as of January 3, 2024, between FNL and NTI (the “Securities Purchase Agreement”) to provide that, for so long as the Amended and Restated Debenture or shares of Series C-2 Preferred are outstanding, FNL shall have the right (the “Additional Investment Right”), exercisable at any time and from time to time, beginning on or after May 23, 2025, to purchase up to $10,000,000 of aggregate stated value of additional shares of Series C-2 Preferred (the “AIR Preferred Shares”), provided that any Additional Investment Right may only be exercised in a minimum amount of $500,000 of AIR Preferred Shares. The AIR Preferred Shares shall have the same terms as the Series C-2 Preferred then outstanding, provided that, upon issuance of AIR Preferred Shares, the conversion price in the AIR Preferred Shares and Series C-2 Preferred shall be deemed to be the lowest of (i) the conversion price as in effect on the date that the Holder exercises such Additional Investment Right, and (ii) the greater of (x) the Floor Price (as defined in the Certificate of Amendment to the Series C-2 Certificate of Designation) and (y) 85% of the arithmetic average of the three (3) lowest VWAPs during the ten (10) trading days prior to the date FNL Purchaser exercises its Additional Investment Right. In consideration of the foregoing, the Company agreed to issue an additional 1,029 shares of Series C-2 Preferred to FNL.

On June 26, 2025, FNL exercised its Additional Investment Right to acquire 500 shares of Series C-2 Preferred, with an aggregate stated value of $500,000, for $500,000 in cash. No gain or loss was recognized on this transaction. As a result of the exercise, the conversion price on the Series C-2 Preferred adjusted to $22.80. The Series C-2 Preferred issued pursuant to this exercise were sold and issued, and the shares of common stock issuable thereunder will be sold and issued, without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and/or Rule 506 promulgated thereunder as transactions not involving a public offering.

On June 30, 2025, the Company and FNL entered to an Amendment to Securities Purchase Agreement (the “Amendment”) to allow FNL to elect, under the Additional Investment Right, to purchase the AIR Preferred Shares for cash (an “AIR Purchase”) or to exchange the AIR Preferred Shares for all or a portion of the Amended and Restated Debenture, with the aggregate stated value of such AIR Preferred Shares received in such exchange equal to the principal amount of the Amended and Restated Debenture so exchanged, plus any accrued and unpaid interest thereon (an “AIR Exchange”). Any Additional Investment Right may only be exercised in a minimum amount of $200,000 of AIR Preferred Shares.

On June 30, 2025, the Company entered into an inducement letter agreement (the “AIR Exercise and Reload Agreement”) with FNL, pursuant to which FNL agreed to exercise its Additional Investment Right to acquire 1,800 shares of Series C-2 Preferred, with an aggregate stated value of $1,800,000, in exchange for $1,800,000 in principal amount, plus accrued and unpaid interest thereon of the Amended and Restated Debenture. Pursuant to the AIR Exercise and Reload Agreement, FNL agreed to exercise its Additional Investment Right in consideration for the Company’s agreement to issue 630 shares of new unregistered Series C-2 Preferred to FNL. The Company recognized a $692,270 extinguishment loss associated with this transaction. SeeNote 11 – Notes Payable for additional information on the extinguishment of the Amended and Restated Debenture.

During the third quarter of 2025, FNL exercised its Additional Investment Right to acquire 1,650 shares of Series C-2 Preferred, with an aggregate stated value of $1,650,000, for $1,650,000 in cash. No gain or loss was recognized on these transactions. As a result of these exercises, the conversion price on the right to additionally acquire Series C-2 Preferred adjusted to $28.564. The Series C-2 Preferred issued pursuant to these exercises were sold and issued, and the shares of common stock issuable thereunder will be sold and issued, without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and/or Rule 506 promulgated thereunder as transactions not involving a public offering.

On August 21, 2025, the Company and FNL agreed to reduce the outstanding principal amount of the Second Amended and Restated Debenture by $1,300,000 in exchange for receipt of shares of the Company’s Series C-2 Preferred pursuant to an additional investment right previously granted to FNL with aggregated stated value of $1,300,000. In consideration thereof, the Company agreed to issue 325 shares of additional C-2 Preferred to FNL.

On September 29, 2025, the Company and FNL entered into an exchange agreement pursuant to which FNL agreed to exchange the Second Amended and Restated Debenture held by FNL for receipt of shares of Series C-2 Preferred with an aggregated stated value of $1,334,000. In consideration thereof, the Company agreed to issue 467 additional shares of Series C-2 Preferred to FNL. The Company recognized an $876,165 extinguishment loss associated with this transaction. SeeNote 11 – Notes Payable for additional information on the extinguishment of the Second Amended and Restated Debenture.

During the fourth quarter of 2025, FNL exercised its Additional Investment Right to acquire 700 shares of Series C-2 Preferred, with an aggregate stated value of $700,000, for $700,000 in cash. No gain or loss was recognized on these transactions. As a result of these exercises, the conversion price on the right to additionally acquire Series C-2 Preferred adjusted to $25.14. The Series C-2 Preferred issued pursuant to these exercises were sold and issued, and the shares of common stock issuable thereunder will be sold and issued, without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and/or Rule 506 promulgated thereunder as transactions not involving a public offering.

January 2025 Public Offering

On January 14, 2025, the Company, consummated a public offering (the “Jan 2025 Offering”) of 9,455 units, each consisting of either one share of common stock, or one pre-funded warrant to purchase one share of common stock (“Jan 2025 PFW”) in lieu thereof, and one warrant to purchase one share of common stock at an offering price of $1,008.00 per unit. The warrants are exercisable from and after the date of their issuance and expire on the five-year anniversary of such date, at an exercise price of $1,008.00 per share of common stock. Each January 2025 PFW was immediately exercisable at an exercise price of $0.144 per share and have been exercised in full as of the date hereof.

Also in connection with the Jan 2025 Offering, on January 13, 2025, the Company entered into a placement agency agreement with Maxim Group LLC (“Maxim”), pursuant to which(i) the Maxim agreed to act as lead placement agent on a “best efforts” basis in connection with the Jan 2025 Offering, and (ii) the Company agreed to pay the Maxim an aggregate fee equal to 6.5% of the gross proceeds raised in the Jan 2025 Offering (or 5.0% in the case of certain investors) and warrants to purchase up to 519 shares of common stock at an exercise price of $1,260.00 per share (the “Jan 2025 Placement Agent Warrants”). The Jan 2025 Placement Agent Warrants are exercisable at any time after the six-month anniversary of the closing date, from time to time, in whole or in part, until five (5) years from the commencement of sales of the securities in the Jan 2025 Offering.

The Company received net proceeds of $8,747,880 from the Jan 2025 Offering.

In connection with the Jan 2025 Offering, the Company entered into a Preferred Stock Redemption Agreement with a holder of the Company’s Series C-2 Convertible Preferred Stock pursuant to which the Company agreed to purchase and acquire from the holder 4,000 shares of C-2 Preferred Stock for $4,000,000.

December 2025 Private Placement

On December 2, 2025, the Company, entered into a securities purchase agreement (the “Dec 2025 Securities Purchase Agreement”) with an institutional investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell securities of the Company, in the aggregate amount of approximately $4,000,000, comprised of 47,000 shares of common stock, pre-funded common stock purchase warrants to purchase 426,373 shares of common stock (the “Pre-Funded Warrants”), and common stock purchase warrants to purchase 946,746 shares of common stock (the “Common Warrants”), to the Purchaser in a private placement (the “Dec 2025 Private Placement”). The Common Warrants are exercisable from and after the Stockholder Approval Date (as defined in the Common Warrants) and expire on the five-year anniversary of such date, at an exercise price of $8.45 per share of Common Stock, subject to adjustment therein. Each Pre-Funded Warrant is immediately exercisable at an exercise price of $0.0005 per share and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.

The gross proceeds from the Dec 2025 Private Placement before deducting expenses were approximately $4,000,000, excluding placement agent fees and other offering expenses.

Also in connection with the Dec 2025 Private Placement, on December 2, 2025, the Company entered into a placement agency agreement (the “Dec 2025 Placement Agency Agreement”) with Maxim, pursuant to which(i) Maxim agreed to act as exclusive placement agent on a “reasonable best efforts” basis in connection with the Dec 2025 Private Placement, and (ii) the Company agreed to pay Maxim an aggregate fee equal to 8.0% of the gross proceeds raised in the Dec 2025 Private Placement and warrants to purchase up to 23,669 shares of common stock at an exercise price of $10.5625 per share (the “Dec 2025 Placement Agent Warrants”). The Dec 2025 Placement Agent Warrants are exercisable at any time on or after the Filing Date (as defined in the Common Warrant) (the “Initial Exercise Date”), from time to time, in whole or in part, until five (5) years from the Initial Exercise Date. Additionally, the Company reimbursed Maxim for certain expenses and legal fees up to $50,000.

Three Months Ended March 31, 2026

In January 2026, the Company issued 426,373 shares of common stock upon the exercise of pre-funded warrants.

In January 2026, the Company issued 84,730 shares of common stock upon the cashless exercise of warrants.

In the first three months of 2026, the Company issued 506,546 shares of common stock upon the exercise of warrants in a warrant inducement. The Company received net proceeds of approximately $7.1 million. SeeNote 15 –Warrantsfor additional information on the January 2026 Warrant Inducement.

During the first three months of 2026, the Company issued 120,406 shares of common stock upon the conversion of shares of Series C-2 Preferred.

During the first three months of 2026, the Company issued 25,000 shares of common stock to consultants in consideration of services rendered. The shares were issued under the Company’s 2019 Stock Incentive Plan (the “2019 Plan”).

Note 14 –Equity-Based Compensation

Equity Incentive Plans

In October 2019, the Company adopted the 2019 Plan. Under the 2019 Plan, the Company’s board of directors is authorized to grant stock options to purchase common stock, restricted stock units, and restricted shares of common stock to its employees, directors, and consultants. A provision in the 2019 Plan provides for an automatic annual increase equal to 6% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year. On June 25, 2025, stockholders approved a third amendment and restatement of the Company’s 2019 Stock Incentive Plan to increase the number of shares of common stock available for issuance thereunder to a total amount of 50,000.

Options to Purchase Common Stock

Options granted under the 2019 Plan generally have a life of 5 to 10 years and exercise prices equal to or greater than the fair market value of the common stock as determined by the Company’s board of directors. Vesting typically occurs over a one to three-year period.

The following table sets forth the activity of the options to purchase common stock under the 2019 Plan.

For the three months ended March 31, 2026, there wereno options granted. The Company estimates the fair value of options at the grant date using the Black-Scholes model. For all stock options granted through March 31, 2026, the weighted average remaining service period is 1 year.

Restricted Stock and Restricted Stock Units

In the three months ended March 31, 2026, the Company granted 25,000 shares of restricted stock to consultants under the 2019 Plan that vested immediately.

Note 15 –Warrants

The following table sets forth the activity of warrants:

The following table sets forth the activity of pre-funded warrants:

Jan 2025 Offering Warrants

On January 14, 2025, the Company consummated the Jan 2025 Offering, consisting of 9,455 units at an offering price of $1,008.00 per unit. The warrants are exercisable from and after the date of their issuance and expire on the five-year anniversary of such date, at an exercise price of $1,008.00 per share of common stock. Each January 2025 PFW was immediately exercisable at an exercise price of $0.144 per share and have been exercised in full as of the date hereof.

Also in connection with the Jan 2025 Offering, on January 13, 2025, the Company entered into a placement agency agreement with the Placement Agent, pursuant to which (i) the Placement Agent agreed to act as lead placement agent on a “best efforts” basis in connection with the Jan 2025 Offering, and (ii) the Company agreed to pay the Placement Agent an aggregate fee equal to 6.5% of the gross proceeds raised in the Jan 2025 Offering (or 5.0% in the case of certain investors) and the Jan 2025 Placement Agent Warrants to purchase up to 519 shares of common stock at an exercise price of $1,260.00 per share.

Warrant Inducement (April 2025)

On April 30, 2025, the Company entered into an inducement letter agreement (the “Inducement Letter Agreement”) with an institutional investor and existing holder (the “Holder”) of the Jan 2025 Offering Warrants to purchase up to 19,410 shares of the Company’s common stock. The Jan 2025 Offering Warrants were originally issued on January 14, 2025, with an exercise price of $1,008.00 per share. The Company received proceeds of approximately $0.9 million from the exercise of the Jan 2025 Offering Warrants.

Pursuant to the Inducement Letter Agreement, the Holder agreed to exercise the Jan 2025 Offering Warrants for cash at the exercise price of $193.20 per share in consideration for the Company’s agreement to issue new unregistered warrants (the “April 2025 Warrants”) to purchase up to an aggregate of 5,823 shares of common stock at an exercise price of $193.20 per share.

The April 2025 Warrants included a Share Combination Event Adjustment provision, which provides that if the lowest volume-weighted average price (“VWAP”) during the five consecutive trading days following a Share Combination Event (as defined in the April 2025 Warrants) is below the then-current exercise price, the exercise price will be reduced and the number of warrants will be proportionately increased. Due to this provision, the April 2025 Warrants were classified as a derivative liability. The Company determined the fair value of the warrants at issuance to be $736,896 using a Black-Scholes option pricing model. The April 2025 Warrants were fully exercised in January 2026. The April 2025 Warrants were fair valued at the time of the exercise and the Company recognized a loss of $276,453.

JAG Warrant

On August 13, 2025, pursuant to the JAG August Letter, the Company issued JAG a warrant to purchase up to 3,750 shares of the Company’s common stock at an exercise price of $80.00 per share, exercisable for five years from the date of issuance. On November 13, 2025, the Company reduced the exercise price on the JAG warrant from $80.00 per share to $30.00 per share pursuant to the JAG Nov Letter. SeeNote 11 – Notes Payable for additional information on the JAG August Letter and JAG Nov Letter.

December 2025 Private Placement Warrants

On December 2, 2025, the Company issued pre-funded warrants to purchase 426,373 shares of common stock at an exercise price of $0.0005 per share and warrants to purchase 946,746 shares of common stock at an exercise price of $8.45 per share (the “December 25 Warrants”) pursuant to the Dec 2025 Securities Purchase Agreement.

The December 2025 Warrants included a provision that prohibited the holder from exercising the warrants until the Company obtained stockholder approval to increase its authorized shares to a level sufficient to cover the underlying shares issuable upon exercise. Because the Company did not have sufficient authorized shares available at issuance, the December 2025 Warrants were classified as a liability.

The Company determined the fair value of the December 2025 Warrants at issuance to be $4,943,862 using a Black-Scholes option pricing model. Because the fair value of the warrants exceeded the $4,000,000 in net proceeds received from the December 2025 private placement, the Company recognized a loss on issuance of $943,862.

The fair value of the warrants was subsequently remeasured at each reporting period. As of December 31, 2025, the fair value was $1,810,625, and the Company recognized a gain of $3,133,236 related to the change in fair value of the warrants for the year ended December 31, 2025.

On January 22, 2026, the Company’s shareholders approved an increase in the Company’s authorized stock and as such the December 2025 Warrants were reclassified as equity. The Company recognized a loss of $3,513,772 on the change in fair value of the December 2025 Warrants when they were reclassified.

The warrants were exercised in full as part of the January 2026 Warrant Inducement described below.459,400 of the shares were held in abeyance as of March 31, 2026.

On December 2, 2025, the Company issued warrants to purchase up to 23,669 shares of common stock at an exercise price of $10.5625 per share pursuant to the Dec 2025 Placement Agency Agreement.

SeeNote 13 – Stockholders’ Equity for additional information on the Dec 2025 Private Placement.

Warrant Inducement (January 2026)

On January 28, 2026, the Company entered into an inducement letter agreement (the “January 2026 Inducement Letter Agreement”) with the holder of the December 2025 Warrants.

Pursuant to the January 2026 Inducement Letter Agreement, the holder agreed to exercise the December 2025 Warrants for cash at the exercise price of $7.95 per share in consideration for the Company’s agreement to issue new unregistered warrants to purchase up to an aggregate of 1,893,492 shares of common stock at an exercise price of $7.95 per share. Such new warrants will become exercisable upon receipt of such approval as may be required by the applicable rules and regulations of the Nasdaq Capital Market (or any successor entity) from the stockholders of INVO with respect to issuance of all of such new warrants and the shares of common stock upon the exercise thereof and have a term of five and one-half years from the date stockholder approval is obtained.

Note 16 –Segment Reporting

The Company’s Chief Operating Decision Maker (“CODM”) as defined under GAAP is the Company’s Chief Executive Officer.

The Company defines its segments on the basis of the way in which internally reported financial information is regularly reviewed by the CODM to analyze financial performance, make decisions, and allocate resources. The Company has analyzed its operations per ASC 280 and identified three operating segments: Clinic Services, INVOcell Device, and Therapeutics. Thethree segments align with the Company’s distinct product and service lines. For the three months ended March 31, 2026 the Company did not have any sales or operations outside of the United States.

The Clinics Services operating segment consists of financial information for WFI, the Atlanta Clinic, and the Indiana Clinic. The INVOcell Device operating segment consists of financial information relating to the Company’s manufacture and sales of the INVOcell. The Therapeutics segment was divested in May 2025.

The tables below provide information about the Company’s segments and include a reconciliation to income before taxes:

No single customer comprised 10% or more of the Company’s consolidated revenues from transactions in 2026 or 2025. In addition, the receivables balance attributable to any single customer did not comprise 10% or more of the Company’s total trade accounts receivable as of March 31, 2026, or March 31, 2025.

Note 17 –Income Taxes

The Company uses the asset and liability method to account for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. If a carryforward exists, the Company decides as to whether the carryforward will be utilized in the future. Currently, a valuation allowance is established for all deferred tax assets and carryforwards as their recoverability is deemed to be uncertain. If the Company’s expectations for future operating results at the federal or at the state jurisdiction level vary from actual results due to changes in healthcare regulations, general economic conditions, or other factors, it may need to adjust the valuation allowance, for all or a portion of the Company’s deferred tax assets. The Company’s income tax expense in future periods will be reduced or increased to the extent of offsetting decreases or increases, respectively, in the Company’s valuation allowance in the period when the change in circumstances occurs. These changes could have a significant impact on the Company’s future earnings.

The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of the provision for income taxes.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBA”) was enacted into law. The OBBA contains several key tax law changes, including extensions and modifications of the Tax Cuts and Jobs Act. In accordance with ASC 740, Income Taxes, the Company is required to recognize the effect of the tax law changes in the period of enactment. The Company is in the process of assessing the impacts from the tax law changes in the OBBA but does not expect a material impact to the Company’s Consolidated Financial Statements.

Income tax expense was $0 for the three months ended March 31, 2026 and 2025. The annual forecasted effective income tax rate for 2026 is 0%, with a year-to-date effective income tax rate for the three months ended March 31, 2026, of 0%.

Note 18 –Commitments and Contingencies

Insurance

The Company’s insurance coverage is carried with third-party insurers and includes (i) general liability insurance covering third-party exposures, (ii) statutory workers’ compensation insurance, (iii) excess liability insurance above the established primary limits for general liability and automobile liability insurance, (iv) property insurance, which covers the replacement value of real and personal property and includes business interruption, and (v) insurance covering our directors and officers for acts related to our business activities. All coverage is subject to certain limits and deductibles, the terms and conditions of which are common for companies with similar types of operations.

Legal Matters

As of March 31, 2026, the Company was not subject to any material legal proceedings; however, it could be subject to legal proceedings and claims from time to time in the ordinary course of its business, or legal proceedings that it 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.

Note 19 –Subsequent Events

On May 27, 2025, the Company and JAG entered into a letter agreement (the “JAG May 2026 Letter”) pursuant to which(i) the maturity date of the JAG Notes was extended until December 31, 2026, (ii) the Company agreed to repay the JAG Notes in monthly installments of $50,000 starting in April 2026 with a balloon payment at the end of December 2026, (iii) confirmation that if the Company raises more than $3,000,000 after the date of the JAG May 2026 Letter, the Company shall pay ten percent (10%) of any proceeds in excess of $3,000,000 to accelerate repayment of the JAG Notes, (iv) the conversion price of the JAG Notes was set to $1.60, (v) the Company agreed to issue to JAG a new warrant (the “JAG May 2026 Warrant”) to purchase up to 150,000 shares of the Company’s common stock at an exercise price of $1.60 per share, exercisable for five years from the date of issuance, and (vi) the Company agreed to the reset of the conversion and exercise prices of the JAG Notes and JAG May 2026 Warrant, respectively, to equal the price of any future financing based on a share price that is lower than the conversion and exercise prices then in effect.