Basisstatistiken
| CIK | 1417926 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to INVO BioScience, Inc.
SEC Filings (Chronological Order)
Auf dieser Seite finden Sie eine vollständige, chronologische Liste der SEC-Einreichungen, mit Ausnahme der Eigentumseinreichungen, die wir an anderer Stelle bereitstellen.
| June 2, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 2, 2026 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File Num |
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| June 2, 2026 |
Exhibit 10.104 May 27, 2026 James Goren JAG Multi Investments LLC c/o Bredefeld & Assoc. PC 125 Maple Avenue, Suite C Chester, New Jersey 07930 RE: Demand Notes and Warrants Dear James Reference is made to those certain demand notes dated October 21, October 28, November 10, December 13, December 29, 2022, and July 10, 2023 (the “Demand Notes”) issued by INVO Fertility, Inc. (f/k/a INVO Bioscience |
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| June 2, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 1, 2026 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File Num |
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| June 2, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2025 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to INVO FERTILITY, INC. (Exact name of registrant as specified |
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| June 2, 2026 |
Exhibit 4.1 The following description of the Company’s capital stock and provisions of its Articles of Incorporation and Bylaws are summaries and are qualified by reference to the Company’s Articles of Incorporation and Bylaws. General Our Articles of Incorporation authorizes the issuance of 104,166,667 shares of capital stock, 4,166,667 shares of which are designated as common stock, par value $0 |
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| June 2, 2026 |
Exhibit 4.43 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| June 2, 2026 |
SUBSIDIARIES OF THE REGISTRANT Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Bio X Cell, Inc. Incorporated in Massachusetts INVO Centers, LLC Incorporated in Delaware Orange Blossom Fertility, LLC Incorporated in Delaware Wood Violet Fertility, LLC Incorporated in Delaware Fertility Labs of Wisconsin Incorporated in Wisconsin |
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| June 2, 2026 |
INVO Fertility Announces Fiscal Year 2025 Financial Results Exhibit 99.1 INVO Fertility Announces Fiscal Year 2025 Financial Results SARASOTA, Fla., June 2, 2026 — INVO Fertility, Inc. (Nasdaq: IVF) (“INVO Fertility” or the “Company”), a healthcare fertility company focused on the establishment, acquisition, and operation of fertility clinics and related businesses and technologies, today announced fiscal year 2025 financial results. FY2025 Financial Highl |
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| May 18, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-39701 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2026 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐ |
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| April 29, 2026 |
INVO Fertility Receives Nasdaq Notification Regarding Late Filing of Annual Report on Form 10-K Exhibit 99.1 INVO Fertility Receives Nasdaq Notification Regarding Late Filing of Annual Report on Form 10-K SARASOTA, Fla., April 29, 2026 — INVO Fertility, Inc. (Nasdaq: IVF) (“INVO” or the “Company”), a healthcare services fertility company focused on expanding access to advanced reproductive treatment through the establishment, acquisition and operation of fertility clinics and related busines |
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| April 29, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 23, 2026 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File |
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| April 1, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-39701 NOTIFICATION OF LATE FILING ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR |
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| March 31, 2026 |
Exhibit 3.1 |
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| March 31, 2026 |
INVO Fertility Announces a 1:5 Reverse Stock Split Effective Pre-Market Opening on March 27, 2026 Exhibit 99.1 INVO Fertility Announces a 1:5 Reverse Stock Split Effective Pre-Market Opening on March 27, 2026 SARASOTA, Fla., March 25, 2026 (GLOBE NEWSWIRE) – INVO Fertility, Inc. (“INVO”) (NASDAQ: IVF), a healthcare company focused on the fertility market, announced today that it will effect a 1-for-5 reverse split of its issued and outstanding and of its authorized common stock effective as of |
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| March 31, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 25, 2026 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File |
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| February 24, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 18, 2026 INVO FERTILITY, INC. (Exact name of registrant as specified in charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File N |
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| February 24, 2026 |
CERTIFICATE OF DESIGNATION SERIES D CONVERTIBLE PREFERRED STOCK INVO FERTILITY, INC. Exhibit 3.1 EXHIBIT A TO CERTIFICATE OF DESIGNATION OF SERIES D CONVERTIBLE PREFERRED STOCK OF INVO FERTILITY, INC. I, Steven Shum, hereby certify that I am the Chief Executive Officer of INVO Fertility, Inc. (the “Corporation”), a corporation organized and existing under the Nevada Revised Statutes (the “NRS”), and further do hereby certify the following: That pursuant to the authority expressly |
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| February 24, 2026 |
Exhibit 10.1 MANAGEMENT SERVICES AGREEMENT This Management Services Agreement (this “Agreement”) is effective as of February 18, 2026 (the “Effective Date”), by and between Wood Violet Fertility LLC, a Delaware limited liability company (“Manager”), and Fertility, P.A., a Florida professional corporation (“Provider”). Manager and Provider are sometimes herein referred to as a “Party,” and collecti |
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| February 24, 2026 |
Exhibit 99.1 INVO Fertility Closes Acquisition of Indiana-Based Fertility Clinic “Family Beginnings” Strategic Transaction Advances Company’s Growth SARASOTA, Fla., February 19, 2026 — INVO Fertility, Inc. (Nasdaq: IVF) (“INVO” or the “Company”), a healthcare fertility company focused on the establishment, acquisition, and operation of fertility clinics and related businesses and technologies, tod |
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| February 24, 2026 |
8435 Clearvista Place Indianapolis, Indiana Exhibit 10.3 8435 Clearvista Place Indianapolis, Indiana LEASE This Lease (this “Lease”) is made between Landlord and Tenant hereinafter identified in Sections 1(b) and 1(c) hereof, respectively, and constitutes a lease between the parties of the Demised Premises in the Building, as such term is defined in Section 2.1 hereof, respectively, on the terms and conditions and with and subject to the co |
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| February 24, 2026 |
Exhibit 10.2 PC ASSET PURCHASE AGREEMENT This PC ASSET PURCHASE AGREEMENT (this “Agreement”), dated February 18, 2026 (the“Execution Date”), is made and entered into by and among Fertility P.A., a Florida professional association (“New PC”) and Family Beginnings, P.C., an Indiana professional service corporation (“Company”). WHEREAS, Company owns and operates a human fertility practice which provi |
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| February 24, 2026 |
AMENDMENT 1 TO THE ASSET PURCHASE AGREEMENT DATED DECEMBER 15, 2025 Exhibit 10.4 AMENDMENT 1 TO THE ASSET PURCHASE AGREEMENT DATED DECEMBER 15, 2025 This Amendment 1 (“Amendment 1”) is entered into as of February 18, 2026 (the “Effective Date”) by and between Wood Violet Fertility LLC (“Wood Violet”), Family Beginnings PC (“FABE”) and James Donahue, MD (“Dr Donahue”) (hereinafter, the “Parties”). WHEREAS the Parties entered into an Asset Purchase Agreement on Dece |
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| February 12, 2026 |
INVO Fertility, Inc. Up to 9,467,456 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-293135 PROSPECTUS INVO Fertility, Inc. Up to 9,467,456 Shares of Common Stock This prospectus relates to the offer and sale by Armistice Capital Master Fund Ltd. (“Armistice” or the Selling Stockholder”) of up to an aggregate of 9,467,456 shares (the “Shares”) of common stock of INVO Fertility, Inc. (“we,” “us,” “our,” or the “Company”), par va |
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| February 6, 2026 |
February 6, 2026 Steve Shum Chief Executive Officer INVO Fertility, Inc. 5582 Broadcast Court Sarasota, Florida 34240 Re: INVO Fertility, Inc. Registration Statement on Form S-1 Filed February 2, 2026 File No. 333-293135 Dear Steve Shum: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for accelera |
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| February 6, 2026 |
INVO FERTILITY, INC. 5582 BROADCAST COURT Sarasota, Florida 32240 INVO FERTILITY, INC. 5582 BROADCAST COURT Sarasota, Florida 32240 February 6, 2026 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: INVO Fertility, Inc. (the “Company”) Registration Statement on Form S-1 File No. 333-293135 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, |
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| February 6, 2026 |
As filed with the Securities and Exchange Commission on February 6, 2026 As filed with the Securities and Exchange Commission on February 6, 2026 Registration No. |
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| February 6, 2026 |
Calculation of Registration Fee Form S-8 (Form Type) INVO Fertility, Inc. Exhibit 107 Calculation of Registration Fee Form S-8 (Form Type) INVO Fertility, Inc. |
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| February 2, 2026 |
Calculation of Registration Fee Form S-1 (Form Type) INVO Fertility, Inc. Exhibit 107 Calculation of Registration Fee Form S-1 (Form Type) INVO Fertility, Inc. |
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| February 2, 2026 |
Exhibit 10.25 January 28, 2026 VIA ELECTRONIC DELIVERY Steven M. Shum Chief Executive Officer INVO Fertility, Inc. 5582 Broadcast Court Sarasota, FL 34240 Dear Mr. Shum: We are pleased that INVO Fertility, Inc. (collectively, with its subsidiaries the “Company”) has decided to retain Maxim Group LLC (the “Financial Advisor”) to provide general financial advisory and investment banking services to |
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| February 2, 2026 |
As filed with the U.S. Securities and Exchange Commission on February 2, 2026 As filed with the U.S. Securities and Exchange Commission on February 2, 2026 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation or organizati |
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| January 30, 2026 |
INVO Fertility Enters into $7.5 Million Warrant Inducement Priced At-the-Market Under Nasdaq Rules Exhibit 99.1 INVO Fertility Enters into $7.5 Million Warrant Inducement Priced At-the-Market Under Nasdaq Rules SARASOTA, Fla, Jan. 29, 2026 (GLOBE NEWSWIRE) - INVO Fertility Inc. (“INVO” or the “Company”) (NASDAQ: IVF), a healthcare company focused on the fertility market, today announced it has entered into a warrant inducement agreement with an investor (“Investor”) for the immediate exercise o |
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| January 30, 2026 |
Exhibit 10.1 INVO FERTILITY, INC. January 28, 2026 Holder of Common Stock Purchase Warrants originally issued on December 3, 2025 Re: Inducement Offer to Exercise Common Stock Purchase Warrants Dear Holder: INVO Fertility, Inc. (the “Company”) is pleased to offer to you the opportunity to exercise all of the common warrants to purchase shares of the Company’s common stock, par value $0.0001 per sh |
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| January 30, 2026 |
COMMON STOCK PURCHASE WARRANT INVO FERTILITY, INC. Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| January 30, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 28, 2026 INVO FERTILITY, INC. (Exact name of registrant as specified in charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File Nu |
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| January 26, 2026 |
Exhibit 3.1 |
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| January 26, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 22, 2026 INVO FERTILITY, INC. (Exact name of registrant as specified in charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File Nu |
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| January 6, 2026 |
Exhibit 99.1 INVO Fertility Aligns Executive Leadership Structure to Support Growth Strategy Terah Krigsvold to replace Andrea Goren as CFO, who is named chief business officer and CEO of INVO Centers LLC to focus on growth efforts SARASOTA, Fla., December 30, 2025 – INVO Fertility, Inc. (Nasdaq: IVF) (“INVO” or the “Company”), a healthcare fertility company focused on the establishment, acquisiti |
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| January 6, 2026 |
Exhibit 10.2 December 30, 2025 Andrea Goren 845 West End Avenue, Apt 14A New York, New Your 10025 RE: Amendment to employment agreement Dear Andrea Reference is made to that certain employment agreement dated June 14, 2021 (the “Agreement”) between you and INVO Fertility, Inc. (f/k/a INVO Bioscience, Inc.; “INVO”). All capitalized terms used herein that are not defined shall have the meaning assig |
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| January 6, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 30, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission Fil |
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| January 6, 2026 |
INVO FERTILITY, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT Terah Krigsvold Exhibit 10.1 INVO FERTILITY, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT for Terah Krigsvold This Employment Agreement (the “Agreement”) is entered into as of December 30, 2025 (the “Effective Date”), by and between INVO Fertility, Inc., a Nevada corporation (the “Company”), and Terah Krigsvold (the “Executive”). WHEREAS, the Executive has agreed to be employed by the Company as its Chief Finan |
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| December 31, 2025 |
INVO Fertility, Inc. Up to 7,372,122 Shares of Common Stock Filed Pursuant to Rule 424(b)(4) Registration No. 333-292206 PROSPECTUS INVO Fertility, Inc. Up to 7,372,122 Shares of Common Stock This prospectus relates to the offer and sale of up to an aggregate of 7,372,122 shares (the “Shares”) of common stock of INVO Fertility, Inc. (“we,” “us,” “our,” or the “Company”), par value $0.0001 per share (the “Common Stock”), consisting of (A) up to 153,187 shar |
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| December 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def |
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| December 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Sta |
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| December 17, 2025 |
As filed with the U.S. Securities and Exchange Commission on December 17, 2025 As filed with the U.S. Securities and Exchange Commission on December 17, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation or organizat |
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| December 17, 2025 |
Exhibit 10.1 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this “Agreement”), dated December 15, 2025 (this “Execution Date”), is made and entered into by and among INVO Centers LLC, a Delaware limited liability company (the “Buyer”), Family Beginnings, P.C., an Indiana professional service corporation (the “Company”) and James Donahue, MD (“Dr Donahue” or the “Seller”). RECITALS WHEREAS |
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| December 17, 2025 |
Calculation of Registration Fee Form S-1 (Form Type) INVO Fertility, Inc. Exhibit 107 Calculation of Registration Fee Form S-1 (Form Type) INVO Fertility, Inc. |
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| December 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 15, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission Fil |
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| December 17, 2025 |
Exhibit 99.1 INVO Fertility Signs Definitive Purchase Agreement to Acquire Indiana-Based Fertility Clinic “Family Beginnings” Signing of definitive purchase agreement represents critical next step in completing previously announced acquisition SARASOTA, Fla. and INDIANAPOLIS, Ind., December 17, 2025 - INVO Fertility, Inc. (Nasdaq: IVF) (“INVO” or the “Company”), a healthcare fertility company focu |
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| December 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Sta |
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| December 5, 2025 |
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT INVO FERTILITY, INC. Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| December 5, 2025 |
Exhibit 1.1 PLACEMENT AGENCY AGREEMENT December 2, 2025 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”), INVO Fertility, Inc., a Nevada corporation (the “Company”), hereby agrees to sell up to an aggregate of $4,000,000 of shares (the “Shares”) of the Company’s common stock $0.0001 par value per shar |
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| December 5, 2025 |
COMMON STOCK PURCHASE WARRANT INVO FERTILITY, INC. Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| December 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 2, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File |
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| December 5, 2025 |
PRE-FUNDED COMMON STOCK PURCHASE WARRANT INVO FERTILITY, INC. Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| December 5, 2025 |
Exhibit 99.1 INVO Fertility Announces Pricing of $4.0 Million Private Placement Priced At-The-Market Under Nasdaq Rules SARASOTA, Fla., Dec. 2, 2025 (GLOBE NEWSWIRE) — INVO Fertility, Inc. (“INVO” or the “Company”) (NASDAQ: IVF), a healthcare company focused on the fertility market, today announced that it has entered into a securities purchase agreement with a single institutional investor to pur |
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| December 5, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 2, 2025, between INVO Fertility, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions se |
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| December 5, 2025 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 2 , 2025, between INVO Fertility, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase |
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| December 3, 2025 |
INVO Fertility Announces a 1:8 Reverse Stock Split Effective Pre-Market Opening on November 28, 2025 Exhibit 99.1 INVO Fertility Announces a 1:8 Reverse Stock Split Effective Pre-Market Opening on November 28, 2025 SARASOTA, Fla., November 25, 2025 (GLOBE NEWSWIRE) – INVO Fertility, Inc. (“INVO”) (NASDAQ: IVF), a healthcare company focused on the fertility market, announced today that it will effect a 1-for-8 reverse split of its issued and outstanding and authorized common stock effective as of |
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| December 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 26, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission Fil |
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| December 3, 2025 |
Exhibit 3.1 |
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| November 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-39701 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SA |
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| November 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39701 INVO Fertility, |
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| November 17, 2025 |
Exhibit 10.1 November 13, 2025 James Goren JAG Multi Investments LLC c/o Bredefeld & Assoc. PC 125 Maple Avenue, Suite C Chester, New Jersey 07930 RE: Demand Notes and Warrants Dear James Reference is made to those certain demand notes dated October 21, October 28, November 10, December 13, December 29, 2022, and July 10, 2023 (the “Demand Notes”) issued by INVO Fertility, Inc. (f/k/a INVO Bioscie |
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| November 17, 2025 |
INVO Fertility Announces Third Quarter 2025 Financial Results Exhibit 99.1 INVO Fertility Announces Third Quarter 2025 Financial Results SARASOTA, Fla., November 17, 2025 — INVO Fertility, Inc. (Nasdaq: IVF) (“INVO Fertility” or the “Company”), a healthcare fertility company focused on the establishment, acquisition and operation of fertility clinics and related businesses and technologies, today announced third quarter 2025 financial results. Q3 2025 Financ |
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| November 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 17, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission Fil |
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| November 5, 2025 |
INVO Fertility, Inc. Up to 8,345,774 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-290869 PROSPECTUS INVO Fertility, Inc. Up to 8,345,774 Shares of Common Stock This prospectus relates to the offer and sale by Five Narrow Lane LP (“FNL” or the “Selling Stockholder”) of up to 8,345,774 shares (the “Shares”) of common stock of INVO Fertility, Inc. (“we,” “us,” “our,” or the “Company”), par value $0.0001 per share (the “Common S |
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| October 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 16, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File |
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| October 14, 2025 |
As filed with the U.S. Securities and Exchange Commission on October 14, 2025 As filed with the U.S. Securities and Exchange Commission on October 14, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation or organizati |
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| October 14, 2025 |
S-1 Calculation of Registration Fee INVO Fertility, Inc. Exhibit 107 S-1 Calculation of Registration Fee INVO Fertility, Inc. Security type Title of securities to be registered Fee calculation rule Amount to be registered Proposed maximum offering price per share (1) Proposed maximum aggregate offering price (1) Fee rate Amount of registration fee Fees to be paid Equity Shares of Common Stock, $0.0001 par value underlying the Series C-2 Preferred Other |
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| October 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 6, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File |
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| October 3, 2025 |
SETTLEMENT AND MUTUAL RELEASE AGREEMENT Exhibit 10.1 SETTLEMENT AND MUTUAL RELEASE AGREEMENT This Settlement and Mutual Release Agreement (this “Settlement Agreement”) is entered into on this 30th day of September, 2025 (the “Effective Date”) by and between Dr. Elizabeth Pritts, individually and as sole trustee of the Elizabeth Pritts Revocable Living Trust (collectively “Dr. Pritts”), Fertility Labs of Wisconsin, LLC, a Wisconsin limit |
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| October 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 30, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission Fi |
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| September 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 29, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission Fi |
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| September 29, 2025 |
Exhibit 10.1 Exchange AGREEMENT This Exchange Agreement (this “Agreement”) is dated effective as of September 29, 2025, by and between INVO FERTILITY, INC. (the “Company”), and FIVE NARROW LANE LP (the “Holder”, and together with the Company, the “Parties”). W I T N E S S E T H: WHEREAS, on October 11, 2024, the Company issued to the Holder (i) a senior secured convertible promissory debenture due |
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| September 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 22, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission Fi |
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| September 26, 2025 |
RESTATED THIRD AMENDMENT TO REVENUE LOAN AND SECURITY AGREEMENT Exhibit 10.1 RESTATED THIRD AMENDMENT TO REVENUE LOAN AND SECURITY AGREEMENT This restated third amendment (this “Amendment”) to that certain Revenue Loan and Security Agreement dated September 29, 2023, as amended by Amended and Restated First Amendment dated September 24, 2024 and Second Amendment dated October 11, 2024 (as amended, the “Agreement”), by and among Steven Shum (“Key Person”), INVO |
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| September 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 8, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission Fil |
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| September 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 3, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission Fil |
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| September 5, 2025 |
Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Exhibit 16.1 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: INVO Fertility, Inc., Form 8-K Filing Dated September 5, 2025 Ladies and Gentlemen: We have read the statements included under Item 4.01 of the Form 8-K filed by INVO Fertility, Inc. (the “Company”) with the Securities and Exchange Commission, dated September 5, 2025, regarding the change in the Company’s |
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| August 22, 2025 |
Exhibit 10.2 SIDE LETTER AGREEMENT This Side Letter Agreement (this “Side Letter Agreement”), dated as of August 21, 2025, is by and between INVO Fertility, Inc. (the “Company”) and Five Narrow Lane LP (“FNL”). The Company and FNL are collectively referred to herein as the “Parties”. WHEREAS, on October 11, 2024, the Company issued to FNL (i) a senior secured convertible promissory debenture due D |
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| August 22, 2025 |
Amended and restated SENIOR SECURED CONVERTIBLE DEBENTURE DUE FEBRUARY 11, 2026 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| August 22, 2025 |
As filed with the Securities and Exchange Commission on August 22, 2025 As filed with the Securities and Exchange Commission on August 22, 2025 Registration No. |
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| August 22, 2025 |
Form S-8 Calculation of Registration Fee INVO Fertility, Inc. Exhibit 107 Form S-8 Calculation of Registration Fee INVO Fertility, Inc. Security type Title of securities to be registered Fee calculation rule (3) Amount to be registered (1) Proposed maximum offering price per share (3) Proposed maximum aggregate offering price (3) Fee rate Amount of registration fee Fees to be paid Equity Common stock, $0.0001 par value, to be issued pursuant to the Third Ame |
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| August 22, 2025 |
AMENDMENT AND Exchange AGREEMENT Exhibit 10.1 AMENDMENT AND Exchange AGREEMENT This Amendment and Agreement (this “Agreement”) is dated effective as of August 21, 2025, by and between INVO FERTILITY, INC. (the “Company”), and FIVE NARROW LANE LP (the “Holder”, and together with the Company, the “Parties”). W I T N E S S E T H: WHEREAS, on October 11, 2024, the Company issued to the Holder (i) a senior secured convertible promisso |
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| August 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 21, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File |
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| August 15, 2025 |
INVO Fertility Announces Second Quarter 2025 Financial Results Exhibit 99.1 INVO Fertility Announces Second Quarter 2025 Financial Results SARASOTA, Fla., August 14, 2025 — INVO Fertility, Inc. (Nasdaq: IVF) (“INVO Fertility” or the “Company”), a healthcare services fertility company focused on expanding access to advanced treatment through the establishment, acquisition and operation of fertility clinics and related businesses and technologies, today announc |
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| August 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 14, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39701 INVO Fertility, Inc. |
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| August 14, 2025 |
Third Amendment to the RSLA between the Registrant and Decathlon Alpha V, L.P., Exhibit 10.1 THIRD AMENDMENT TO REVENUE LOAN AND SECURITY AGREEMENT This third amendment (this “Amendment”) to that certain Revenue Loan and Security Agreement dated September 29, 2023, as amended by First Amendment dated September 24, 2024 and Second Amendment dated October 11, 2024 (as amended, the “Agreement”), by and among Steven Shum (“Key Person”), INVO Fertility, Inc., a Nevada corporation |
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| August 14, 2025 |
Demand Note Amendment Letter between the Registrant and JAG Multi Investments LLC. Exhibit 10.2 August 13, 2025 James Goren JAG Multi Investments LLC c/o Bredefeld & Assoc. PC 125 Maple Avenue, Suite C Chester, New Jersey 07930 RE: Demand Notes and Warrants Dear James Reference is made to those certain demand notes dated October 21, October 28, November 10, December 13, December 29, 2022, and July 10, 2023 (the “Demand Notes”) issued by INVO Fertility, Inc. (f/k/a INVO Bioscienc |
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| August 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 28, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File Nu |
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| July 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 17, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File Nu |
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| July 21, 2025 |
Exhibit 3.1 |
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| July 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 17, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File N |
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| July 21, 2025 |
INVO Fertility Announces a 1:3 Reverse Stock Split Effective Pre-Market Opening on July 21, 2025 Exhibit 99.1 INVO Fertility Announces a 1:3 Reverse Stock Split Effective Pre-Market Opening on July 21, 2025 SARASOTA, Fla., July 17, 2025 (GLOBE NEWSWIRE) – INVO Fertility, Inc. (“INVO”) (NASDAQ: IVF), a healthcare company focused on the fertility market, announced today that it will effect a 1-for-3 reverse split of its issued and outstanding and authorized common stock effective as of 12:01 a. |
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| July 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def |
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| July 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 9, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File Number |
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| July 1, 2025 |
AIR Exercise and Reload Agreement Exhibit 10.2 INVO FERTILITY, INC. June 30, 2025 Holder of Common Stock Purchase Warrants Issued in January 2025 Re: Inducement Offer to Exercise Common Stock Purchase Warrants Issued in January 2025 Dear Holder: INVO Fertility, Inc. (the “Company”) is pleased to offer to you (“Holder”, “you” or similar terminology) the opportunity to receive new shares of the Company’s Series C-2 Convertible Prefe |
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| July 1, 2025 |
Exhibit 4.1 EXHIBIT TO CERTIFICATE OF AMENDMENT TO DESIGNATION OF SERIES C-2 CONVERTIBLE PREFERRED STOCK OF INVO FERTILITY, INC. I, Steven Shum, hereby certify that I am the Chief Executive Officer of INVO Fertility, Inc. (the “Company”), a corporation organized and existing under the Nevada Revised Statutes (the “NRS”), and further do hereby certify the following: This Certificate of Amendment to |
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| July 1, 2025 |
Amendment to Securities Purchase Agreement Exhibit 10.1 AMENDMENT TO SECURITIES PURCHASE AGREEMENT This Amendment and Agreement (this “Agreement”) is dated effective as of June 29, 2025, by and between INVO FERTILITY, INC. (the “Company”), and FIVE NARROW LANE LP (the “Holder”, and together with the Company, the “Parties”). W I T N E S S E T H: WHEREAS, on October 11, 2024, the Company and the Holder entered into a Joinder Agreement pursua |
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| July 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 27, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File Nu |
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| June 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 25, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| June 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def |
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| June 6, 2025 |
INVO FERTILITY, INC. UNAUDITED PRO FORMA FINANCIAL STATEMENTS Exhibit 99.1 INVO FERTILITY, INC. UNAUDITED PRO FORMA FINANCIAL STATEMENTS NTI Divestiture Effective June 2, 2025, INVO Fertility, Inc., a Nevada corporation (the “Company) consummated the divestiture (the “NTI Divestiture”) of a majority of its holdings in NAYA Therapeutics Inc., a Delaware Corporation (“NTI”). Prior to the consummation of the divestiture, NTI was a wholly-owned subsidiary of the |
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| June 6, 2025 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 2, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File Num |
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| June 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Sta |
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| May 30, 2025 |
Amended and Restated Senior Secured Convertible Debenture Due February 11, 2026 Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| May 30, 2025 |
Exhibit 4.2 Execution Version CERTIFICATE OF AMENDMENT OF CERTIFICATE OF DESIGNATIONS OF SERIES C-2 CONVERTIBLE PREFERRED STOCK OF INVO FERTILITY, INC. This Certificate of Amendment to the Certificate of Designations of Series C-2 Convertible Preferred Stock (the “Amendment”) is dated as of May 23, 2025. WHEREAS, the board of directors (the “Board”) of INVO Fertility, Inc., a Nevada corporation (t |
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| May 30, 2025 |
Exhibit 10.8 Execution Version AMENDMENT AND Exchange AGREEMENT This Amendment and Agreement (this “Agreement”) is dated effective as of May 23, 2025, by and between INVO FERTILITY, INC. (the “Company”), and FIVE NARROW LANE LP (the “Holder”, and together with the Company, the “Parties”). W I T N E S S E T H: WHEREAS, on October 11, 2024, the Company issued to the Holder (i) a senior secured conve |
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| May 30, 2025 |
Exchange Agreement by and among GreenBlock Capital and INVO Fertility, Inc. dated as of May 28, 2025 EXHIBIT 10.5 Exchange AGREEMENT This Exchange Agreement (this “Agreement”) is dated effective as of May 28, 2025, by and between INVO FERTILITY, INC. (the “Company”), and GREENBLOCK CAPITAL, LLC (the “Holder”, and together with the Company, the “Parties”). W I T N E S S E T H: WHEREAS, on October 11, 2024, the Company issued to the Holder (i) shares of Series C-1 Convertible Preferred Stock (the “ |
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| May 30, 2025 |
Exhibit 10.1 EXCHANGE AGREEMENT This Exchange Agreement (“Agreement”) is made as of May 28, 2025 by and between Naya Therapeutics, Inc., a Delaware corporation (the “Company”) and INVO Fertility, Inc., a Nevada corporation (the “Parent”). R E C I T A L S A. The Parent is the holder of 4,029,729 shares of Class A Common Stock of the Company. B. The Company and the Parent desire to exchange 801,196 |
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| May 30, 2025 |
Exhibit 10.7 CONSENT AND RELEASE AGREEMENT THIS CONSENT AND RELEASE AGREEMENT (“Agreement”) is made and entered into as of May 28, 2025 by and between Five Narrow Lane LP, a Delaware limited partnership (“FNL”), Naya Therapeutics, Inc., a Delaware corporation (“NTI”), and INVO Fertility, Inc., a Nevada corporation formerly known as NAYA Biosciences, Inc. and INVO Bioscience, Inc. (the “Parent”) (e |
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| May 30, 2025 |
Exhibit 4.1 EXHIBIT A TO TO CERTIFICATE, AMENDMENT OR WITHDRAWAL OF DESIGNATION OF SERIES C-1 CONVERTIBLE PREFERRED STOCK OF INVO FERTILITY, INC. I, Steven Shum, hereby certify that I am the Chief Executive Officer of INVO Fertility, Inc. (the “Corporation”), a corporation organized and existing under the Nevada Revised Statutes (the “NRS”), and further do hereby certify the following: 1. The Cert |
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| May 30, 2025 |
NAYA Therapeutics Inc. Secured Convertible Promissory Note Due November 28, 2026 Exhibit 10.2 THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVA |
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| May 30, 2025 |
Exhibit 10.6 Execution Version CONSENT AND RELEASE AGREEMENT THIS CONSENT AND RELEASE AGREEMENT (“Agreement”) is made and entered into as of May 28, 2025 by and between Decathlon Alpha V L.P., a Delaware limited partnership (“Decathlon”), Naya Therapeutics, Inc., a Delaware corporation formerly known as NAYA Biosciences, Inc. (“NTI”), and INVO Fertility, Inc., a Nevada corporation formerly known a |
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| May 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 23, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File Num |
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| May 30, 2025 |
Exhibit 10.4 SIDE LETTER AGREEMENT May 28, 2025 Reference is made to that certain Security (the “Agreement”) dated as of May 28, 2025, by and between Naya Therapeutics, Inc., a Delaware corporation (“Obligor”), and INVO Fertility, Inc., a Nevada corporation (the “Secured Party”). Capitalized terms used but not defined herein shall have the definitions ascribed to them by the Agreement. 1. Notifica |
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| May 30, 2025 |
Exhibit 10.3 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of May 28, 2025 (this “Agreement”) is entered into by and between Naya Therapeutics, Inc., a Delaware corporation (“Obligor”), and INVO Fertility, Inc., a Nevada corporation (the “Secured Party”). WITNESSETH WHEREAS, concurrently herewith, the Obligor has issued a $4,803,175 Secured Convertible Promissory Note to the Secured Party ( |
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| May 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Sta |
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| May 21, 2025 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 20, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File Num |
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| May 21, 2025 |
Exhibit 99.1 INVO Fertility Announces First Quarter 2025 Financial Results Company now exclusively focused on the growing fertility market following the April 2025 announcement to divest a majority stake in Naya Therapeutics SARASOTA, Fla., May 20, 2025 — INVO Fertility, Inc. (Nasdaq: IVF) (“INVO Fertility” or the “Company”), a healthcare services fertility company focused on expanding access to a |
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| May 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39701 INVO Fertility, Inc. |
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| May 20, 2025 |
Binding Term Sheet dated May 14, 2025 between the registrant and Dr. Elizabeth Pritts Exhibit 10.1 THIS TERM SHEET IS BINDING UPON THE PARTIES Dr. Elizabeth Pritts, individually and as sole trustee of the Elizabeth Pritts Revocable Living Trust (collectively “Dr. Pritts”) is currently engaged in negotiations with Fertility Labs of Wisconsin, LLC (“FLOW”), INVO Fertility, Inc., f/k/a NAYA Bioscience, Inc., f/k/a INVO Bioscience, Inc. (“INVO”), INVO Centers LLC, Wisconsin Fertility a |
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| May 19, 2025 |
INVO Fertility, Inc. Clawback Policy Exhibit 97.1 INVO BIOSCIENCE, INC. CLAWBACK POLICY I. Purpose and Scope The Board of Directors (the “Board”) of INVO Bioscience, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has t |
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| May 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2024 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to INVO FERTILITY, INC. (Exact name of reg |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-39701 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐ |
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| May 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 30, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File Nu |
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| May 2, 2025 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 2, 2025 |
Exhibit 10.1 INVO FERTILITY, INC. April 30, 2025 Holder of Common Stock Purchase Warrants Issued in January 2025 Re: Inducement Offer to Exercise Common Stock Purchase Warrants Issued in January 2025 Dear Holder: INVO Fertility, Inc. (the “Company”) is pleased to offer to you (“Holder”, “you” or similar terminology) the opportunity to receive (i) new warrants to purchase shares of the Company’s co |
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| April 30, 2025 |
Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 30, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File Numb |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2024 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to INVO FERTILITY, INC. (Exact name of registrant as specified |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 30, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File N |
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| April 30, 2025 |
SUBSIDIARIES OF THE REGISTRANT Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Bio X Cell, Inc. Incorporated in Massachusetts INVO Centers, LLC Incorporated in Delaware Orange Blossom Fertility, LLC Incorporated in Delaware Wood Violet Fertility, LLC Incorporated in Delaware Fertility Labs of Wisconsin Incorporated in Wisconsin NAYA Therapeutics, Inc. Incorporated in Delaware |
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| April 30, 2025 |
Exhibit 99.1 INVO Fertility Announces 2024 Financial Results with 116% Annual Revenue Growth and Further Improvements in Adjusted EBITDA SARASOTA, Fla., April 30, 2025 — INVO Fertility, Inc. (Nasdaq: IVF) (“INVO Fertility” or the “Company”), a healthcare services fertility company focused on expanding access to advanced treatment through the establishment, acquisition and operation of fertility cl |
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| April 30, 2025 |
Exhibit 4.1 The following description of the Company’s capital stock and provisions of its Articles of Incorporation and Bylaws are summaries and are qualified by reference to the Company’s Articles of Incorporation and Bylaws. General Our Articles of Incorporation authorizes the issuance of 104,166,667 shares of capital stock, 4,166,667 shares of which are designated as common stock, par value $0 |
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| April 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 14, 2025 INVO FERTILITY, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File N |
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| April 18, 2025 |
Amendment to Articles of Incorporation of NAYA Biosciences, Inc. Exhibit 3.1 |
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| April 14, 2025 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 9, 2025 NAYA BIOSCIENCES, INC. (Exact name of registrant as specified in charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File Num |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-39701 NOTIFICATION OF LATE FILING ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 25, 2025 NAYA BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission Fil |
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| March 24, 2025 |
Exhibit 3.1 |
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| March 24, 2025 |
NAYA Announces a 1:12 Reverse Stock Split Effective Pre-Market Opening on March 18, 2025 Exhibit 99.1 NAYA Announces a 1:12 Reverse Stock Split Effective Pre-Market Opening on March 18, 2025 SARASOTA, Fla. and MIAMI, Mar. 13, 2025 (GLOBE NEWSWIRE) - NAYA Biosciences, Inc. (“NAYA”) (NASDAQ: NAYA), a life science portfolio company dedicated to bringing breakthrough treatments to patients in oncology, autoimmune diseases, and women’s health, and a leading provider of in vitro fertilizati |
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| March 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 18, 2025 NAYA BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission Fil |
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| March 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ De |
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| March 7, 2025 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 7, 2025 NAYA BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File |
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| February 25, 2025 |
As filed with the Securities and Exchange Commission on February 25, 2025 As filed with the Securities and Exchange Commission on February 25, 2025 Registration No. |
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| February 25, 2025 |
Calculation of Filing Fee Table Exhibit 107 Calculation of Registration Fee Title of securities to be registered Amount to be registered(1) Proposed maximum offering price per share(3) Proposed maximum aggregate offering price(3) Amount of registration fee Common stock, $0. |
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| February 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def |
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| February 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D |
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| January 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ D |
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| January 16, 2025 |
Form of Placement Agent Warrant Exhibit 4.4 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT NAYA Biosciences, Inc. Warrant Shares: 746,357 Initial Exercise Date: July 14, 2025 Issue Date: January 14, 2025 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Maxim Partners LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and th |
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| January 16, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 13, 2025, between NAYA Biosciences, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions |
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| January 16, 2025 |
Exhibit 4.3 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & |
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| January 16, 2025 |
Class C-2 Preferred Stock Redemption Agreement Exhibit 10.2 Class C-2 Preferred StoCK REDEMPTION Agreement This CLASS C-2 PREFERRED STOCK REDEMPTION AGREEMENT (this “Agreement”), dated January 13, 2025 (the “Agreement Date”), is entered into by and between NAYA Biosciences Inc. (the “Company”), and Five Narrow Lane LP (the “Stockholder”). The Company and the Stockholder are referred to together as the “Parties” and each as a “Party.” RECITALS |
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| January 16, 2025 |
Warrant Agency Agreement dated as of January 14, 2025 between the Company and Transfer Online, Inc. Exhibit 4.1 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) dated as of January 14, 2025 (the “Issuance Date”) between NAYA Biosciences Inc., a company incorporated under the laws of the State of Nevada (the “Company”), and Transfer Online, Inc. (the “Warrant Agent”). WHEREAS, pursuant to the terms of that certain Placement Agency Agreement, dated January 13, 2025, by |
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| January 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 10, 2025 NAYA BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission F |
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| January 16, 2025 |
NAYA Biosciences Announces Pricing of $9.5 Million Public Offering Exhibit 99.1 NAYA Biosciences Announces Pricing of $9.5 Million Public Offering SARASOTA, Fla. and MIAMI, Jan. 13, 2025 — NAYA Biosciences (“NAYA”) (NASDAQ: NAYA), a life science portfolio company dedicated to bringing breakthrough treatments to patients in oncology, autoimmune diseases, and women’s health, today announced the pricing of a public offering of an aggregate of 13,615,171 units at a p |
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| January 16, 2025 |
Exhibit 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. |
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| January 16, 2025 |
Exhibit 4.2 PREFUNDED COMMON STOCK PURCHASE WARRANT NAYA Biosciences, Inc. Warrant Shares: 11,003,571 Issue Date: January 14, 2025 THIS PREFUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the d |
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| January 16, 2025 |
Exhibit 1.1 PLACEMENT AGENCY AGREEMENT January 13, 2025 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”), NAYA Biosciences, Inc., a Nevada corporation (the “Company”), hereby agrees to sell up to an aggregate of $9,530,619.70 of registered (a) (i) shares (“Shares”) of the Company’s common stock, $0.00 |
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| January 14, 2025 |
PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-283872 NAYA Biosciences, Inc. 2,611,600 Units consisting of One Share of Common Stock to Purchase One Share of Common Stock and One Warrant to Purchase One Share of Common Stock 11,003,571 Units consisting of One Pre-Funded Warrant to Purchase One Share of Common Stock and One Warrant to Purchase One Share of Common Stock 11,003,571 |
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| January 8, 2025 |
Form of Warrant Agency Agreement Exhibit 4.29 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) dated as of January [ ], 2025 (the “Issuance Date”) between NAYA Biosciences Inc., a company incorporated under the laws of the State of Nevada (the “Company”), and Transfer Online, Inc. (the “Warrant Agent”). WHEREAS, pursuant to the terms of that certain Placement Agency Agreement, dated January [ ], 2025, |
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| January 8, 2025 |
EXHIBIT 107 Calculation of Filing Fee Tables S-1 (Form Type) NAYA BIOSCIENCES, INC. |
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| January 8, 2025 |
As filed with the U.S. Securities and Exchange Commission on January 8, 2025 As filed with the U.S. Securities and Exchange Commission on January 8, 2025 Registration No. 333-283872 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NAYA BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada 3841 20-4036208 (State or other jurisdiction of incorp |
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| January 8, 2025 |
5582 Broadcast Court Sarasota, Florida 34320 January 8, 2025 5582 Broadcast Court Sarasota, Florida 34320 January 8, 2025 Division of Corporation Finance Office of Industrial Applications and Services Securities and Exchange Commission 100 F Street, N. |
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| January 8, 2025 |
Form of Placement Agency Agreement Exhibit 1.1 PLACEMENT AGENCY AGREEMENT [ ], 2025 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”), NAYA Biosciences, Inc., a Nevada corporation (the “Company”), hereby agrees to sell up to an aggregate of $[ ] of registered (a) (i) shares (“Shares”) of the Company’s common stock, $0.0001 par value per |
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| January 7, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 7, 2025 NAYA BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission Fil |
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| January 7, 2025 |
Exhibit 4.28 PREFUNDED COMMON STOCK PURCHASE WARRANT NAYA Biosciences, Inc. Warrant Shares: Issue Date: , 2025 THIS PREFUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Ini |
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| January 7, 2025 |
Form of Placement Agency Agreement Exhibit 1.1 PLACEMENT AGENCY AGREEMENT [ ], 2025 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”), NAYA Biosciences, Inc., a Nevada corporation (the “Company”), hereby agrees to sell up to an aggregate of $[ ] of registered (a) (i) shares (“Shares”) of the Company’s common stock, $0.0001 par value per |
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| January 7, 2025 |
EXHIBIT 107 Calculation of Filing Fee Tables S-1 (Form Type) NAYA BIOSCIENCES, INC. |
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| January 7, 2025 |
Form of Common Stock Purchase Warrant Exhibit 4.27 COMMON STOCK PURCHASE WARRANT NAYA Biosciences, Inc. Warrant Shares: Issue Date: , 2025 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) |
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| January 7, 2025 |
Power of Attorney (included on signature page) Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Steven Shum and Andrea Goren, and each of them, his or her true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities to sign any or all amendment |
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| January 7, 2025 |
Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK The following description of the Company’s capital stock and provisions of its Articles of Incorporation and Bylaws are summaries and are qualified by reference to the Company’s Articles of Incorporation and Bylaws. General Our Articles of Incorporation authorizes the issuance of 150,000,000 shares of capital stock, 50,000,000 shares of which are designated |
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| January 7, 2025 |
NAYA Biosciences Inc. Corporate Presentation Exhibit 99-1 |
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| January 7, 2025 |
As filed with the U.S. Securities and Exchange Commission on January 7, 2025 As filed with the U.S. Securities and Exchange Commission on January 7, 2025 Registration No. 333-283872 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO.1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NAYA BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada 3841 20-4036208 (State or other jurisdiction of incorpo |
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| January 7, 2025 |
Form of Securities Purchase Agreement Exhibit 10.73 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2025, between NAYA Biosciences, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth |
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| December 23, 2024 |
December 23, 2024 Steve Shum Chief Executive Officer NAYA Biosciences, Inc. 5582 Broadcast Court Sarasota, Florida 34240 Re: NAYA Biosciences, Inc. Registration Statement on Form S-1 Filed December 17, 2024 File No. 333-283872 Dear Steve Shum: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for ac |
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| December 19, 2024 |
5582 Broadcast Court Sarasota, Florida 34320 December 19, 2024 5582 Broadcast Court Sarasota, Florida 34320 December 19, 2024 Division of Corporation Finance Office of Industrial Applications and Services Securities and Exchange Commission 100 F Street, N. |
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| December 17, 2024 |
EXHIBIT 107 Calculation of Filing Fee Tables S-1 (Form Type) NAYA BIOSCIENCES, INC. |
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| December 17, 2024 |
Exhibit 10.69 POST EFFECTIVE AMENDMENT NUMBER 1 TO ASSET PURCHASE AGREEMENT This Post Effective Amendment Number 1 (the “Amendment”), dated May 17 2024 (the “Amendment Date”), to the Asset Purchase Agreement, originally entered into as of October 20, 2023, (the “Agreement”), by and among NAYA Biosciences Inc., a Delaware corporation (the “Buyer”), Cytovia Therapeutics Holdings, Inc., a Delaware co |
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| December 17, 2024 |
Exhibit 10.70 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and is effective for all purposes and in all respects as of the August 1, 2023 (the “Effective Date”), by and between, by and between Naya Oncology, Inc., a Delaware corporation (the “Company”), and Dr. Daniel Teper, an individual (the “Executive”). Each of the Company and the Executive is also sometimes herein |
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| December 17, 2024 |
Exhibit 10.72 LICENSE AGREEMENT This License Agreement (“Agreement”) is made in Jerusalem this 20 day of December 2023 (the “Effective Date”), by and between: YISSUM RESEARCH DEVELOPMENT COMPANY OF THE HEBREW UNIVERSITY OF JERUSALEM, LTD., of Hi Tech Park, Edmond J. Safra Campus, Givat Ram, Jerusalem 91390, Israel (“Yissum”); and UNIVERSITY OF RIJEKA FACULTY OF MEDICINE, of 20 Brace Branchetta, Ri |
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| December 17, 2024 |
Exhibit 10.71 LICENSE AGREEMENT N° 19322D10 This License Agreement (the “Agreement”) is made as of its last date of signature by all signatories (the “Effective Date”) by and between: Inserm Transfert SA, a limited company (société anonyme à directoire et conseil de surveillance) organized under the laws of France, with share capital of €9,573,470, whose registered headquarters are located at Pari |
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| December 17, 2024 |
As filed with the U.S. Securities and Exchange Commission on December 17, 2024 As filed with the U.S. Securities and Exchange Commission on December 17, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NAYA BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada 3841 20-4036208 (State or other jurisdiction of incorporation or organization |
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| December 17, 2024 |
Exhibit 10.68 SUBLICENSE AGREEMENT This Sublicense Agreement (“Agreement”) is entered into on Dec 21, 2023 (the “Effective Date”), by and between Cytovia Therapeutics, LLC, a Delaware limited liability company (formerly organized as, converted from, and as legal successor to, Cytovia Therapeutics, Inc., a Delaware Corporation) (“Cytovia”) and Naya Biosciences Inc., a Delaware corporation (“Naya”). |
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| December 13, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) NAYA Biosciences, Inc. |
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| December 13, 2024 |
As filed with the Securities and Exchange Commission on December 13, 2024 As filed with the Securities and Exchange Commission on December 13, 2024 Registration No. |
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| December 12, 2024 |
Exhibit 99.2 NAYA THERAPEUTICS, INC. (FORMER NAME NAYA BIOSCIENCES, INC.) FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 TABLE OF CONTENTS Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 2 BALANCE SHEETS 4 STATEMENTS OF OPERATIONS 5 STATEMENT OF STOCKHOLDERS’ DEFICIT 6 STATEMENTS OF CASH FLOWS 7 NOTES TO FINANCIAL STATEMENTS 8 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING |
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| December 12, 2024 |
NAYA BIOSCIENCES, INC. UNAUDITED PRO FORMA FINANCIAL STATEMENTS Exhibit 99.4 NAYA BIOSCIENCES, INC. UNAUDITED PRO FORMA FINANCIAL STATEMENTS Legacy NAYA Merger On October 11, 2024 (the “Effective Time”), the Company, Merger Sub, and Legacy NAYA entered into an Amended and Restated Agreement and Plan of Merger (the “A&R Merger Agreement”) and consummated and the transactions contemplated thereby. Upon the terms and subject to the conditions set forth in the A&R |
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| December 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 11, 2024 NAYA BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission |
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| December 12, 2024 |
Exhibit 99.3 NAYA THERAPEUTICS, INC. (FORMER NAME NAYA BIOSCIENCES, INC.) FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2024 TABLE OF CONTENTS BALANCE SHEETS 2 STATEMENTS OF OPERATIONS 3 STATEMENTS OF STOCKHOLDERS’ DEFICIT 4 STATEMENTS OF CASH FLOWS 5 NOTES TO FINANCIAL STATEMENTS 6 1 NAYA THERAPEUTICS, INC. (FORMER NAME NAYA BIOSCIENCES, INC.) BALANCE SHEETS September 30, 2024 December 31, 2023 ( |
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| November 21, 2024 |
10250 Constellation Blvd. 19th Floor Los Angeles, CA 90067 310.553.3000 TEL 310.556.2920 FAX November 20, 2024 Marc A. Indeglia Direct Dial 310.282.6245 Direct Fax 310.785.3545 Email [email protected] Katherine Bagley, Esq. Robert Augustin, Esq. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: NAYA Biosciences, Inc. Registration Statement on Form S-3 Filed May |
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| November 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39701 N |
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| November 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 3) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to NAYA BIOSCIENCES, INC. (FORMER NAME: IN |
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| November 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39701 NAYA Biosciences |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-39701 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SA |
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| November 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* NAYA Bioscience, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 44984F401 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| November 8, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 4, 2024 NAYA BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission F |
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| October 22, 2024 |
NAYA BIOSCIENCES, INC. 5582 Broadcast Court Sarasota, FL 34240 October 21, 2024 NAYA BIOSCIENCES, INC. 5582 Broadcast Court Sarasota, FL 34240 October 21, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street N.E. Washington, DC 20549 Re: NAYA Biosciences, Inc. (File No. 333-276529) Request to Withdraw Registration Statement on Form S-4 Ladies and Gentlemen: In accordance with Rule 477 under the Securities Act of 1933 (the “Securities Ac |
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| October 15, 2024 |
Exhibit 2.1 Execution Version AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER By and Among INVO BIOSCIENCE, INC. INVO MERGER SUB INC. And NAYA BIOSCIENCES, INC. Dated as of October 11, 2024 Execution Version TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 ARTICLE II THE MERGER 17 ARTICLE III EFFECT OF THE MERGER ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES 18 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF |
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| October 15, 2024 |
Exhibit 3.2 EXHIBIT A TO CERTIFICATE OF DESIGNATION OF SERIES C-1 CONVERTIBLE PREFERRED STOCK OF INVO BIOSCIENCES, INC. I, Steven Shum, hereby certify that I am the Chief Executive Officer of INVO Bioscience, Inc. (the “Corporation”), a corporation organized and existing under the Nevada Revised Statutes (the “NRS”), and further do hereby certify the following: That pursuant to the authority expre |
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| October 15, 2024 |
Exhibit 99.1 INVO Bioscience and NAYA Biosciences Close Merger, Combined Company to Operate as NAYA Biosciences (NASDAQ: NAYA) Combined company to expand portfolio of clinical & commercial-stage assets in fertility, oncology, and autoimmune diseases SARASOTA, Fla. and MIAMI, Oct. 14, 2024 (GLOBE NEWSWIRE) — INVO Bioscience (“INVO”) (NASDAQ: INVO) today announced it has closed its merger with NAYA |
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| October 15, 2024 |
Exhibit 10.3 SECOND AMENDMENT TO REVENUE LOAN AND SECURITY AGREEMENT This second amendment (this “Second Amendment”) to that certain Revenue Loan and Security Agreement dated September 29, 2023, as amended September 24, 2024 (the “Agreement”), by and among Steven Shum (“Key Person”), INVO Bioscience Inc., a Nevada corporation (the “Company”), the Guarantors identified on the signature page hereto |
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| October 15, 2024 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| October 15, 2024 |
Exhibit 10.1 JOINDER AGREEMENT THIS JOINDER AGREEMENT (this “Joinder Agreement”) to that certain Securities Purchase Agreement (the “Purchase Agreement”) dated as of January 3, 2024, between NAYA Biosciences, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Pu |
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| October 15, 2024 |
Exhibit 3.3 EXHIBIT TO CERTIFICATE OF DESIGNATIONS OF SERIES C-2 CONVERTIBLE PREFERRED STOCK OF INVO BIOSCIENCE, INC. I, Steven Shum, hereby certify that I am the Chief Executive Officer of INVO Bioscience, Inc. (the “Company”), a corporation organized and existing under the Nevada Revised Statutes (the “NRS”), and further do hereby certify the following: That pursuant to the authority expressly c |
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| October 15, 2024 |
Exhibit 10.2 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION (this “Assignment”) is made as of October 11, 2024 (the “Effective Date”), by and between NAYA Biosciences, Inc., a Delaware corporation (“Assignor”), and INVO Bioscience, Inc., a Nevada corporation (“Assignee”). WITNESSETH WHEREAS, Assignor entered into that certain Registration Rights Agreement, dated as of September |
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| October 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 11, 2024 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission Fi |
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| October 15, 2024 |
Exhibit 3.1 |
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| October 1, 2024 |
Exhibit 10.3 SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT (this “Agreement”) is made as of September 18, 2024, among: INVO BIOSCIENCE INC., a Nevada corporation, 5582 Broadcast Court Sarasota, FL 34240 (“Debtor”); DECATHLON, ALPHA V L.P., a Delaware limited partnership, 1441 West Ute Boulevard, Suite 240 Park City, UT 84098 (the “Senior Creditor”); and CEDAR ADVANCE LLC 5401 Collins Avenue |
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| October 1, 2024 |
Exhibit 10.1 |
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| October 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 25, 2024 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission F |
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| October 1, 2024 |
Exhibit 10.2 AMENDED AND RESTATED FIRST AMENDMENT TO REVENUE LOAN AND SECURITY AGREEMENT This amended and restated first amendment (this “Restated First Amendment”) to that certain Revenue Loan and Security Agreement dated September 29, 2023 (the “Agreement”), by and among Steven Shum (“Key Person”), INVO Bioscience Inc., a Nevada corporation (the “Company”), the Guarantors identified on the signa |
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| September 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 18, 2024 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission |
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| September 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 12, 2024 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission |
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| September 18, 2024 |
Exhibit 2.1 FOURTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Fourth Amendment (the “Amendment”), dated as of September 12, 2024, to the Agreement and Plan of Merger, originally entered into as of October 22, 2023 (as amended by the First Amendment to Agreement and Plan of Merger, dated as of October 25, 2023, the Second Amendment to Agreement and Plan of Merger, dated as of December 27, 2023, |
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| August 15, 2024 |
August 15, 2024 Steven Shum Chief Executive Officer INVO Bioscience, Inc. 5582 Broadcast Court Sarasota, Florida 34240 Re: INVO Bioscience, Inc. Correspondence Dated July 31, 2024 Registration Statement on Form S-3 Filed May 21, 2024 File No. 333-279593 Dear Steven Shum: We have reviewed your July 31, 2024 response to our comment letter and have the following comment. Please respond to this letter |
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| August 14, 2024 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 14, 2024 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File |
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| August 14, 2024 |
Exhibit 99.1 INVO Reports Record Second Quarter 2024 Financial Results with 481% Revenue Growth and a $1.1 Million Improvement to Adjusted EBITDA SARASOTA, Fla., August 14, 2024 — INVO Bioscience, Inc. (Nasdaq: INVO) (“INVO” or the “Company”), a healthcare services fertility company focused on expanding access to advanced treatment through the establishment and acquisition of fertility clinics, an |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39701 INVO Bioscience, Inc. |
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| July 31, 2024 |
Financial Metrics Scalar Report 10250 Constellation Blvd. 19th Floor Los Angeles, CA 90067 310.553.3000 TEL 310.556.2920 FAX July 31, 2024 Marc A. Indeglia Direct Dial 310.282.6245 Direct Fax 310.785.3545 Email [email protected] Katherine Bagley, Esq. Robert Augustin, Esq. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: INVO Bioscience, Inc. Registration Statement on Form S-3 Filed May 21, 2 |
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| July 18, 2024 |
July 18, 2024 Steven Shum Chief Executive Officer INVO Bioscience, Inc. 5582 Broadcast Court Sarasota, Florida 34240 Re: INVO Bioscience, Inc. Correspondence Dated July 8, 2024 Registration Statement on Form S-3 Filed May 21, 2024 File No. 333-279593 Dear Steven Shum: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your |
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| July 8, 2024 |
10250 Constellation Blvd. 19th Floor Los Angeles, CA 90067 310.553.3000 TEL 310.556.2920 FAX Marc A. Indeglia July 8, 2024 Direct Dial 310.282.6245 Direct Fax 310.785.3545 Email [email protected] Katherine Bagley, Esq. Robert Augustin, Esq. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: INVO Bioscience, Inc. Registration Statement on Form S-3 Filed May 21, 20 |
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| July 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 28, 2024 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File |
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| June 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 13, 2024 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File |
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| June 5, 2024 |
United States securities and exchange commission logo June 5, 2024 Steven Shum Chief Executive Officer INVO Bioscience, Inc. |
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| May 21, 2024 |
As filed with the Securities and Exchange Commission on May 21, 2024 As filed with the Securities and Exchange Commission on May 21, 2024 Registration No. |
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| May 21, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) INVO Bioscience, Inc. |
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| May 15, 2024 |
Exhibit 99.1 INVO Reports Record First Quarter 2024 Financial Results 353% Revenue Growth with improvement in Adjusted EBITDA SARASOTA, Fla., May 15, 2024 — INVO Bioscience, Inc. (Nasdaq: INVO) (“INVO” or the “Company”), a healthcare services fertility company focused on expanding access to advanced treatment worldwide through the establishment and acquisition of fertility clinics, and with the in |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39701 INVO Bioscience, Inc |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 15, 2024 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File Nu |
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| May 6, 2024 |
Exhibit 10.1 AMENDMENT TO SECURITIES PURCHASE AGREEMENT THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of May 1, 2024, by and between INVO Bioscience, Inc., a Nevada corporation (the “Company”), and NAYA Biosciences, Inc., a Delaware corporation (the “Subscriber”). WHEREAS, the Company and the Subscriber are parties to that certain Securities Purchase Agreement dated |
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| May 6, 2024 |
Exhibit 2.1 THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Third Amendment (the “Amendment”), dated as of May 1, 2024, to the Agreement and Plan of Merger, originally entered into as of October 22, 2023, and amended thereafter on October 25, 2023 and December 26, 2023 (as amended, the “Merger Agreement”), by and among NAYA Biosciences, Inc., a Delaware corporation (the “Company”), INVO Biosc |
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| May 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 1, 2024 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File Nu |
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| April 29, 2024 |
Invo Bioscience, Inc. – Insider Trading Policy. Exhibit 10.81 INVO BIOSCIENCE INC. – INSIDER TRADING POLICY Securities Trades By Directors, Officers, Employees and designated vendors The Need For A Policy Statement As you may be aware, the SEC and the U.S. Attorneys have vigorously pursued violations of insider trading laws. Congress expanded the authority of the SEC and the Justice Department, adopting the Insider Trading and Securities Fraud |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 2) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to INVO BIOSCIENCE, INC. (Exact name of re |
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| April 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 17, 2024 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File Num |
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| April 17, 2024 |
Exhibit 10.1 amendment TO WARRANT AGENCY AGREEMENT This AMENDMENT TO WARRANT AGENCY AGREEMENT (this “Amendment”) is dated as of April 17, 2024 by and between INVO Bioscience, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), and Transfer Online, Inc. (the “Warrant Agent”). RECITALS A. On August 8, 2023, the Company and the Warrant Agent entered into a Warrant Agen |
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| April 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 17, 2024 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File Num |
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| April 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to INVO BIOSCIENCE, INC. (Exact name of re |
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| April 16, 2024 |
INVO Reports Fourth Quarter and Full Year 2023 Financial Results Exhibit 99.1 INVO Reports Fourth Quarter and Full Year 2023 Financial Results SARASOTA, Fla., April 16, 2024 - INVO Bioscience, Inc. (Nasdaq: INVO) (“INVO” or the “Company”), a healthcare services fertility company focused on expanding access to advanced treatment worldwide through the establishment and acquisition of fertility clinics, and with the intravaginal culture (“IVC”) procedure enabled b |
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| April 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to INVO BIOSCIENCE, INC. (Exact name of registrant as specifie |
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| April 16, 2024 |
Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Bio X Cell, Inc. Incorporated in Massachusetts INVO Centers, LLC Incorporated in Delaware Orange Blossom Fertility, LLC Incorporated in Delaware Wood Violet Fertility, LLC Incorporated in Delaware Fertility Labs of Wisconsin Incorporated in Wisconsin |
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| April 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 16, 2024 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File |
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| April 16, 2024 |
Exhibit 4.1 DESCRIPTION OF SECURITIES Our authorized capital stock consists of 50,000,000 shares of common stock, $0.0001 par value and 100,000,000 shares of preferred stock, $0.0001 par value. As of December 31, 2023, there were 2,492,531 shares of our common stock outstanding that were held of record by 188 stockholders of record. The following description is only a summary. You should also refe |
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| April 11, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 5, 2024, by and between INVO BIOSCIENCE, INC., a Nevada corporation, with headquarters located at 5582 Broadcast Court, Sarasota, FL 34240 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite |
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| April 11, 2024 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG |
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| April 11, 2024 |
Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG |
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| April 11, 2024 |
Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T |
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| April 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 5, 2024 INVO BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39701 20-4036208 (State or other jurisdiction of incorporation) (Commission File |
