INVO Fertility Enters into $7.5 Million Warrant Inducement Priced At-the-Market Under Nasdaq Rules

Core Viewpoint - INVO Fertility Inc. has entered into a warrant inducement agreement with an investor for the immediate exercise of certain outstanding warrants, resulting in expected gross proceeds of approximately $7.5 million [1][3]. Group 1: Warrant Inducement Agreement - The investor has agreed to a reduced exercise price of the December 2025 Warrants to $1.59, allowing the purchase of 4,733,728 shares of common stock [1]. - In exchange for the immediate exercise of existing warrants, the company will issue unregistered warrants to purchase an additional 9,467,456 shares at the same exercise price of $1.59, subject to shareholder approval [3]. - The closing of the warrant exercise transactions is anticipated to occur on or about January 30, 2026, pending customary closing conditions [4]. Group 2: Financial Advisory and Compliance - Maxim Group LLC is acting as the exclusive Financial Advisor for the transaction [2]. - The New Warrants are being offered in a private placement under an exemption from the registration requirements of the Securities Act of 1933, and have not been registered under the Act [5]. Group 3: Company Overview - INVO Fertility is a healthcare services company focused on expanding access to assisted reproductive technology (ART) care, operating fertility clinics and offering the INVOcell medical device [7]. - The company has two operational INVO Centers in the U.S. and one IVF clinic, and continues to sell and distribute INVOcell to third-party clinics [7]. - The INVOcell device allows fertilization and early embryo development to occur in vivo, providing a more intimate and affordable experience compared to traditional IVF [7].