Core Viewpoint - INVO Fertility has joined the Progyny network, enhancing its access to employer-sponsored patients and expanding its market reach in Wisconsin and surrounding areas [1][2][4]. Group 1: Company Overview - INVO Fertility is a healthcare services company focused on expanding access to advanced reproductive treatments through the establishment and operation of fertility clinics [1][7]. - The company operates four fertility clinics in the United States and is engaged in the sale and distribution of its proprietary INVOcell technology, which allows fertilization and early embryo development to occur in vivo [7]. Group 2: Partnership with Progyny - The partnership with Progyny significantly increases WFI's access to a broader patient base, providing in-network access to a comprehensive suite of reproductive services, including IVF and fertility preservation [2][3]. - Progyny serves approximately 7.2 million covered lives through over 600 employers, which enhances WFI's potential patient pool [2]. Group 3: Market Trends and Strategic Importance - Employer-sponsored fertility benefits are rapidly growing as companies seek to attract and retain talent, making alignment with leading fertility benefits managers crucial for organic growth [4][5]. - The partnership is viewed as a major milestone for INVO Fertility, supporting its strategy to scale its clinic platform and strengthen long-term financial performance [5][6].

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) (State or other jurisdiction of incorporation or organization) Nevada 001-39701 20-4036208 (I.R.S. Employer Identification Number) 5582 Broadcast Court Sarasota, Florida, 34240 (978) 878-9505 (Addres ...

Summary of INVO Fertility 2026 Extraordinary General Meeting Company Overview - **Company**: INVO Fertility (NasdaqCM:INVO) - **Meeting Date**: January 22, 2026 - **Participants**: CEO Steve Shum, CFO Tara Kriegswald, Corporate Secretary Andrea Goren, legal counsel Mark Andalia, and Inspector of Election Jim Reid Key Proposals and Voting Outcomes 1. **Appointment of Independent Auditor** - Proposal to ratify the appointment of WithumSmith+Brown, PC as the independent registered public accounting firm for the fiscal year ending December 31, 2025 - **Votes in Favor**: 865,418, which exceeds the majority required [21] 2. **Issuance of Common Stock** - Proposal to approve the issuance of up to 4,733,728 shares of common stock upon exercising warrants from a private placement transaction that closed on December 4, 2025 - **Votes in Favor**: 118,385, which exceeds the votes against [22] 3. **Increase in Authorized Shares** - Proposal to amend the Articles of Incorporation to increase the number of authorized shares from 6,250,000 to 250,000,000 - **Votes in Favor**: 663,861, which exceeds the votes against [23] 4. **Amendment to Stock Incentive Plan** - Proposal to approve a Fourth Amendment and restatement of the 2019 Stock Incentive Plan to increase the number of shares available for issuance to 1,000,000 - **Votes in Favor**: 349,649, which exceeds the votes against [24] 5. **Adjournment for Additional Proxies** - Proposal to approve any adjournments of the meeting for soliciting additional proxies if necessary - **Votes in Favor**: 732,663, which exceeds the votes against [25] Quorum and Meeting Proceedings - **Total Outstanding Shares**: 2,386,826 - **Quorum Requirement**: At least 795,609 shares must be present - **Shares Represented**: 944,054 shares or 39.55% of total outstanding shares, confirming quorum [8] Additional Notes - The meeting was conducted virtually, and stockholders were provided with a link to inspect the list of stockholders entitled to vote [7] - The meeting concluded with a positive outlook for the company's strategic growth plan for the year ahead, expressing gratitude to stockholders for their support [28]

Summary of INVO Fertility FY Conference Call Company Overview - **Company Name**: INVO Fertility - **Ticker Symbol**: IVF (NasdaqCM) - **Industry**: Fertility healthcare - **Business Model**: Operates clinics providing patient care and develops medical devices for fertility treatment, specifically the INVOcell device [3][4] Market Insights - **Market Size**: The U.S. fertility market is estimated to be between $5 billion and $7 billion annually, spread across approximately 460 clinics [4] - **Growth Trends**: The market is experiencing steady growth, but high treatment costs remain a barrier for many potential patients, leading to a significant number of untreated cases each year [4][5] - **Government Initiatives**: Recent policy updates aim to improve affordability, which is expected to increase demand for fertility services [7] Company Growth Strategy Organic Growth - **Key Drivers**: - Increasing outreach programs to boost patient flow - Adding new services and resources to existing clinics - Expanding clinic operations to handle more patient volume [9][10] Acquisition Strategy - **Acquisition Focus**: Acquisitions are a key strategy for near and intermediate-term growth, with a robust pipeline of potential opportunities [11][12] - **Recent Acquisitions**: The company is nearing completion of an acquisition in Indianapolis and has previously acquired a clinic in 2023 [11][12] - **Long-term Growth**: Building new clinics is seen as a significant long-term growth opportunity, with successful examples in Birmingham, Alabama, and Atlanta, Georgia [12] Recent Performance and Initiatives - **Patient Flow Initiatives**: Increased social media presence and targeted advertising are being implemented to attract more patients [15] - **Telehealth Expansion**: Telehealth capabilities have been introduced to improve patient convenience and operational efficiency [17] - **Device Sales Growth**: There has been year-over-year growth in device sales, with renewed focus on training and support for the INVOcell device [19][20] Challenges and Opportunities - **Acquisition Challenges**: While there are many acquisition opportunities, the complexity of closing deals presents a challenge [23] - **Team Expertise**: The company believes it has the necessary expertise to navigate these challenges and meet acquisition objectives for the year [24] Investor Takeaways - **Outlook for 2026**: The company is optimistic about growth prospects, combining organic growth efforts with acquisitions to enhance overall performance [26] - **Positioning**: The management team feels that the company is well-positioned to achieve significant progress and success in 2026 [26]

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) (State or other jurisdiction of incorporation or organization) (Commission Nevada 001-39701 20-4036208 (I.R.S. Employer Identification Number) 5582 Broadcast Court Sarasota, Florida, 34240 (978) 878 ...

Revenue Performance - Revenue for Q3 2025 was $1,757,094, representing a 23% increase compared to $1,433,151 in Q3 2024[5] - Consolidated clinic revenue increased by 21% to $1,722,223 from $1,418,011[5] - Total revenue from all clinics, including consolidated and equity method clinics, was $1,995,007, an 18% increase from $1,686,093[5] Financial Losses - The net loss for Q3 2025 was $(2.6) million, compared to $(1.6) million in Q3 2024[5] - Adjusted EBITDA for Q3 2025 was $(947,568), slightly worse than $(945,949) in the prior year[5] Growth and Expansion - The company achieved 23% organic growth driven by increased patient flow and expanded telehealth capabilities[5] - INVOcell device revenue grew by 130% year-over-year due to expanded training support and improved pricing[5] - The company is pursuing an acquisition strategy with a growing pipeline of fertility clinics interested in joining INVO Fertility[5] Policy and Operational Improvements - Recent policy updates allow employers to offer standalone infertility benefit packages, expanding access to IVF coverage[5] - The company is focused on improving operational efficiencies, including a partnership with Heidi Health to integrate an AI-powered scribe platform[5]

Revenue and Growth - Total revenue for the three months ended September 30, 2025, was $1,757,094, an increase of 22.6% compared to $1,433,151 for the same period in 2024[14] - Clinic revenue for the nine months ended September 30, 2025, reached $5,175,870, up from $4,763,131 in 2024, reflecting an increase of 8.7%[14] - For the nine months ended September 30, 2025, total consolidated revenue was $5,257,933, an increase from $4,846,034 for the same period in 2024, representing an increase of approximately 8.5%[189][190] - The Clinic Services segment generated revenue of $5,175,870, while the INVOcell Device segment contributed $82,063, with no revenue from the Therapeutics segment[189] Expenses and Losses - Total operating expenses for the three months ended September 30, 2025, were $3,392,578, compared to $2,733,553 in 2024, representing a 24.2% increase[14] - The net loss from continuing operations for the three months ended September 30, 2025, was $2,644,625, compared to a loss of $1,630,662 in 2024, indicating a deterioration in performance[14] - The company reported a loss from operations of $1,635,484 for the three months ended September 30, 2025, compared to a loss of $1,300,402 in 2024, reflecting increased operational challenges[14] - The net loss for the nine months ended September 30, 2025, was $25,333,069, compared to a net loss of $5,472,345 for the same period in 2024[22] - The Company reported a net loss before taxes of $25,333,069 for the nine months ended September 30, 2025, compared to a loss of $5,441,250 for the same period in 2024[189][190] Cash and Assets - Cash and cash equivalents as of September 30, 2025, were $355,891, down from $619,520 as of December 31, 2024, a decrease of 42.5%[12] - Total assets decreased to $18,832,198 as of September 30, 2025, from $46,449,182 as of December 31, 2024, a decline of 59.5%[12] - The carrying value of the Company's investment in unconsolidated VIEs was $613,771 as of September 30, 2025, down from $740,759 in December 2024[79] - Cash used in operating activities for the nine months ended September 30, 2025, was $7,039,692, significantly higher than $2,357,021 in 2024[22] Equity and Stock Issuance - As of March 31, 2025, the total stockholders' equity for INVO Fertility, Inc. was $3,335,365, with accumulated deficit amounting to $(84,873,449)[18] - Common stock issued to service providers totaled 10,167 shares, raising $692,265 in capital[18] - A total of 87,720 shares were issued for debt conversion, resulting in $2,680,000 in additional capital[18] - The Company completed a public offering on January 14, 2025, raising net proceeds of $8,747,880 from the sale of 378,199 units at an offering price of $25.20 per unit[164] Strategic Focus and Future Plans - The company anticipates continued focus on market expansion and new product development in the upcoming quarters[10] - The company intends to seek additional innovative fertility-focused technologies to license or acquire for its operating clinics[25] - The Company plans to grow the Wisconsin Fertility Institute and pursue the acquisition of additional U.S.-based, profitable IVF clinics over the next 12 months[61] Regulatory and Market Considerations - Management highlighted the importance of regulatory approvals and market acceptance for future product candidates as key factors influencing performance[10] - The Company is in the process of assessing the impacts from the tax law changes in the One Big Beautiful Bill Act but does not expect a material impact on its financial statements[193] Debt and Financing - The Company incurred $60,667 in interest related to demand notes for the nine months ended September 30, 2025[99] - The Company secured a Revenue Loan of $1,500,000 on September 29, 2023, with a maturity date of June 29, 2028, and incurred $288,442 in interest for the nine months ended September 30, 2025[103][104] - The Company incurred accrued compensation of $342,957 as of September 30, 2025, primarily related to paid time off[135] Divestitures and Mergers - The company divested 80.1% of NAYA Therapeutics, Inc. in the second quarter of 2025 to concentrate on the fertility marketplace[25] - The Company divested 80.1% of its subsidiary NTI during the second quarter of 2025, impacting the Therapeutics segment's financial results[188] Impairments and Losses - The company reported an impairment loss of $16,042,422 during the nine months ended September 30, 2025[22] - The Company recognized an impairment of $1,397,353 on the noncompetition agreement related to the WFI acquisition[85]

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) (State or other jurisdiction of incorporation or organization) (Commission Nevada 001-39701 20-4036208 (I.R.S. Employer Identification Number) 5582 Broadcast Court Sarasota, Florida, 34240 (978) 878- ...

[Executive Summary & Highlights](index=1&type=section&id=Executive%20Summary%20%26%20Highlights) INVO Fertility achieved record Q2 2025 revenue of $1.86 million, alongside increased net and Adjusted EBITDA losses, while also expanding services and securing a new patent [Q2 2025 Financial Highlights](index=1&type=section&id=Q2%202025%20Financial%20Highlights) INVO Fertility reported a 1% increase in total revenue to $1.86 million in Q2 2025, setting a new quarterly record. However, the company experienced an increased net loss from continuing operations of $(3.2) million and a higher Adjusted EBITDA loss of $(587,230) compared to the prior year Q2 2025 Key Financial Highlights (YoY) | Metric | Q2 2025 | Q2 2024 | Change | | :--------------------------------- | :------------ | :------------ | :------- | | Total Revenue | $1,863,654 | $1,836,597 | +1% | | Consolidated clinic revenue | $1,832,094 | $1,807,921 | +1% | | Revenue from all clinics (incl. equity method) | $2,188,893 | $2,141,229 | +2% | | Net loss from continuing operations | $(3.2) million | $(2.2) million | -45.5% | | Adjusted EBITDA | $(587,230) | $(509,623) | -15.2% | [Operational and Other Highlights](index=1&type=section&id=Operational%20and%20other%20Highlights) During Q2 2025, INVO Fertility achieved several operational milestones, including recognition for its Wisconsin clinic, expansion of patient services with telehealth and PRP therapy, and securing a new patent for its INVOcell device. The company also completed the divestiture of NAYA Therapeutics - Wisconsin Fertility Institute was recognized on Newsweek's List of America's Best Fertility Clinics for 2025[5](index=5&type=chunk) - Launched telehealth capabilities and added Platelet-Rich Plasma (PRP) therapy at the Wisconsin clinic to expand geographic reach and service offerings[5](index=5&type=chunk) - Received a notice of allowance on a new patent for a modified INVOcell device, extending intellectual property protection through 2040[5](index=5&type=chunk) - Expanded clinical and embryology training support and improved pricing for its INVOcell technology[5](index=5&type=chunk) - Completed the divestiture of NAYA Therapeutics, Inc[5](index=5&type=chunk) [Strategic Direction & Management Commentary](index=2&type=section&id=Strategic%20Direction%20%26%20Management%20Commentary) The company divested NAYA Therapeutics to refocus on core fertility operations, with management emphasizing service expansion, INVOcell support, and operational efficiency [Return to Focus on Fertility Operations](index=2&type=section&id=Return%20to%20Focus%20on%20Fertility%20Operations) INVO Fertility completed the divestiture of a majority stake in NAYA Therapeutics, Inc. on June 2, 2025, retaining a minority position. This strategic move allows the company to refocus exclusively on its fertility operations, with a dedicated management team and board - Completed the divestiture of a majority stake in NAYA Therapeutics, Inc. on June 2, 2025[6](index=6&type=chunk) - Retained a minority position in NAYA, offering potential benefits from its ongoing clinical development[6](index=6&type=chunk) - The revised corporate structure enables both businesses to focus on their respective opportunities and operations[6](index=6&type=chunk) [Management Commentary](index=2&type=section&id=Management%20Commentary) CEO Steve Shum highlighted the company's progress in driving growth and innovation in existing fertility operations. He emphasized expanding service offerings, enhancing INVOcell technology support, and maintaining an efficient, scalable operating structure while seeking accretive revenue opportunities - CEO Steve Shum noted progress in driving growth and innovation in existing fertility operations following the decision to refocus[7](index=7&type=chunk) - Expanded service offerings to include new telehealth options and PRP therapy, demonstrating commitment to patient-centered care[7](index=7&type=chunk) - Ramped up training support for INVOcell® technology with clinicians and embryologists[7](index=7&type=chunk) - Committed to maintaining a highly efficient and scalable operating structure while layering in complementary and accretive revenue-generating businesses and technologies[7](index=7&type=chunk) [Company Information & Disclosures](index=2&type=section&id=Company%20Information%20%26%20Disclosures) This section details the company's non-GAAP Adjusted EBITDA metric, its mission in assisted reproductive technology, forward-looking statement disclaimers, and contact information [Use of Non-GAAP Measure (Adjusted EBITDA)](index=2&type=section&id=Use%20of%20Non-GAAP%20Measure) The company uses Adjusted EBITDA as a non-GAAP measure, which excludes the loss from NAYA and merger-related costs. Management believes this metric provides valuable insight into operating performance and liquidity, supplementing GAAP figures - Adjusted EBITDA is a non-GAAP measure that does not include the loss from NAYA or corresponding merger-related costs[8](index=8&type=chunk) - Management believes Adjusted EBITDA provides meaningful information related to operating performance and liquidity, enhancing understanding of financial results and trends[9](index=9&type=chunk) - A reconciliation of Adjusted EBITDA to the nearest GAAP measure is included in the press release and the Company's Form 10-Q[8](index=8&type=chunk)[9](index=9&type=chunk) [About INVO Fertility](index=3&type=section&id=About%20INVO%20Fertility) INVO Fertility is a healthcare services company focused on expanding access to assisted reproductive technology (ART) care. Its strategy involves building, acquiring, and operating fertility clinics, including 'INVO Centers' utilizing the proprietary INVOcell® device for intravaginal culture (IVC), and profitable in vitro fertilization (IVF) clinics - INVO Fertility is a healthcare services fertility company dedicated to expanding access to assisted reproductive technology (ART) care[10](index=10&type=chunk) - The principal commercial strategy is focused on building, acquiring, and operating fertility clinics, including 'INVO Centers' offering the intravaginal culture (IVC) procedure enabled by the INVOcell® medical device, and US-based, profitable in vitro fertilization (IVF) clinics[10](index=10&type=chunk) - INVOcell is a proprietary medical device allowing fertilization and early embryo development in vivo within the woman's body, offering a more connected, intimate, and affordable experience with comparable results to traditional IVF[10](index=10&type=chunk) [Safe Harbor Statement](index=3&type=section&id=Safe%20Harbor%20Statement) This section serves as a legal disclaimer, indicating that the release contains forward-looking statements subject to risks, uncertainties, and contingencies that may cause actual results to differ materially. The company disclaims any obligation to update these statements - The release includes forward-looking statements under the Private Securities Litigation Reform Act of 1995[11](index=11&type=chunk) - All forward-looking statements involve risks, uncertainties, and contingencies that may cause actual results to differ materially from anticipated results[11](index=11&type=chunk) - The company is under no obligation to update or alter its forward-looking statements[11](index=11&type=chunk) [Contact Information](index=3&type=section&id=For%20more%20information%2C%20please%20contact%3A) Contact details are provided for INVO Fertility, Inc. (CEO Steve Shum) and Investor Relations (Lytham Partners, LLC) - Contact information for INVO Fertility, Inc. CEO Steve Shum (sshum@invobio.com, 978-878-9505) and Investor Contact Robert Blum of Lytham Partners, LLC (INVO@lythampartners.com, 602-889-9700) is provided[12](index=12&type=chunk) [Financial Statements & Reconciliations](index=4&type=section&id=Financial%20Statements%20%26%20Reconciliations) Detailed financial statements reveal a 1.5% revenue increase for Q2 2025, alongside higher operating expenses and net losses, with a reconciliation of Adjusted EBITDA [Consolidated Statements of Operations](index=4&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) The consolidated statements of operations show a 1.5% increase in total revenue for Q2 2025 compared to Q2 2024. However, operating expenses significantly increased by 31.5%, primarily due to a $1.4 million impairment loss, leading to a substantial rise in net loss from continuing operations and total net loss Consolidated Statements of Operations (Three Months Ended June 30) | Metric | Q2 2025 | Q2 2024 | Change (%) | | :--------------------------------- | :------------ | :------------ | :----------- | | Clinic revenue | $1,832,094 | $1,807,921 | +1.3% | | Product revenue | $31,560 | $28,676 | +10.0% | | **Total revenue** | **$1,863,654** | **$1,836,597** | **+1.5%** | | Cost of revenue | $1,093,603 | $861,648 | +26.9% | | Selling, general and administrative expenses | $2,193,049 | $2,647,524 | -17.2% | | Impairment loss | $1,397,353 | $- | N/A | | **Total operating expenses** | **$4,853,742** | **$3,689,510** | **+31.5%** | | **Loss from operations** | **$(2,990,088)** | **$(1,852,913)** | **-61.4%** | | **Net loss from continuing operations** | **$(3,209,094)** | **$(2,245,170)** | **-43.0%** | | Loss on disposition of NTI | $(1,534,517) | $- | N/A | | Loss from discontinued operations of NTI | $(541,247) | $- | N/A | | **Net loss** | **$(5,284,858)** | **$(2,245,170)** | **-135.4%** | | Net loss per common share (Basic) | $(13.30) | $(22.39) | +40.6% | | Weighted average number of common shares outstanding (Basic) | 397,440 | 100,276 | +296.3% | [Adjusted EBITDA Reconciliation](index=5&type=section&id=Adjusted%20EBITDA) The Adjusted EBITDA reconciliation for Q2 2025 shows a loss of $(587,230), an increase from $(509,623) in Q2 2024. Key adjustments include a significant impairment loss of $1.4 million and merger-related costs of $130,000 in 2025, partially offset by a gain on settlement of liability Adjusted EBITDA Reconciliation (Three Months Ended June 30) | Metric | Q2 2025 | Q2 2024 | | :--------------------------------- | :------------ | :------------ | | Net loss from continuing operations | $(3,209,094) | $(2,245,170) | | Interest expense | $177,472 | $118,640 | | Amortization of debt discount | $43,853 | $250,972 | | Stock-based compensation | $668,805 | $1,031,071 | | Loss from debt extinguishment | $692,270 | $40,491 | | Gain on settlement of liability | $(714,500) | $- | | Impairment loss | $1,397,353 | $- | | Merger-related costs | $130,000 | $- | | Depreciation and amortization | $169,736 | $230,338 | | **Adjusted EBITDA** | **$(587,230)** | **$(509,623)** |

Core Viewpoint - INVO Fertility, Inc. reported its second quarter 2025 financial results, highlighting a focus on expanding fertility operations and innovative service offerings while navigating a net loss from continuing operations. Financial Highlights - Revenue for Q2 2025 was $1,863,654, marking a 1% increase from $1,836,597 in Q2 2024, setting a new quarterly record for the company [7] - Consolidated clinic revenue increased by 1% to $1,832,094 compared to $1,807,921 in the previous year [7] - Total revenue from all clinics, including consolidated and equity method clinics, rose by 2% to $2,188,893 from $2,141,229 [7] - Net loss from continuing operations was $(3.2) million, compared to $(2.2) million in the prior year [7] - Adjusted EBITDA was $(587,230), a decline from $(509,623) in Q2 2024 [7][15] Operational Highlights - The company completed the divestiture of a majority stake in NAYA on June 2, 2025, allowing both INVO Fertility and NAYA to focus on their respective operations [4] - INVO Fertility expanded its service offerings to include telehealth options and Platelet-Rich Plasma (PRP) therapy at its Wisconsin clinic, enhancing patient-centered care [5][7] - The Wisconsin Fertility Institute was recognized on Newsweek's List of America's Best Fertility Clinics for 2025 [7] - A new patent for a modified version of the INVOcell device was allowed, extending intellectual property protection through 2040 [7] Management Commentary - The CEO emphasized the commitment to growth and innovation in fertility operations, highlighting the expansion of services and training support for INVOcell technology [5] - The company aims to maintain an efficient and scalable operating structure while integrating complementary revenue-generating businesses and technologies [5]