Financial Analysis

Note 4 Business Combinations NAYA Therapeutics On October 11, 2024 (the Effective Time), the Company, a wholly owned subsidiary (Merger Sub), and NTI entered into an Amended and Restated Agreement and Plan of Merger (the A&R Merger Agreement) and consummated the transactions contemplated thereby (the NTI Acquisition). Upon the terms and subject to the conditions set forth in the A&R Merger Agreement, Merger Sub merged with and into NTI, with NTI continuing as the surviving corporation and a wholly owned subsidiary of the Company. At the Effective Time and as a result of the consummation of the NTI Acquisition: Each share of Class A common stock, par value $ 0.000001 per share, and Class B common stock, par value $ 0.000001 per share, of NTI (NTI common stock) outstanding immediately prior to the Effective Time, other than certain excluded shares held by NTI as treasury stock or owned by the Company or Merger Sub, automatically converted into the right to receive 82 shares of the Companys common stock and 30,375 shares of the Companys newly-designated Series C-1 Convertible Preferred Stock (the Series C-1 Preferred). See Note 13 Stockholders Equity for additional information on the Series C-1 Preferred. Certain outstanding debt obligations of NTI, including a portion of an amended and restated senior secured convertible debenture issued to Five Narrow Lane LP (FNL), with a combined principal balance of $ 8,575,833 converted into the right to receive 465 shares of the C …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

Note 18 Commitments and Contingencies Insurance The Companys insurance coverage is carried with third-party insurers and includes: (i) general liability insurance covering third-party exposures; (ii) statutory workers compensation insurance; (iv) excess liability insurance above the established primary limits for general liability and automobile liability insurance; (v) property insurance, which covers the replacement value of real and personal property and includes business interruption; and (vi) insurance covering our directors and officers for acts related to our business activities. All coverage is subject to certain limits and deductibles, the terms and conditions of which are common for companies with similar types of operations. Legal Matters The Company is not currently subject to any material legal proceedings other than as described below; however, it could be subject to legal proceedings and claims from time to time in the ordinary course of its business, or legal proceedings it considered immaterial may in the future become material. Regardless of the outcome, litigation can, among other things, be time consuming and expensive to resolve, and can divert management resources. WFI Settlement In June 2024, Wood Violet, pursuant to its rights under the WFI acquisition transaction documents (the WFI Documents), transferred ownership of Wisconsin Fertility and Reproductive Surgery Associates, S.C. (WFRSA) from Dr. Elizabeth Pritts MD (Dr. Pritts) to a new medical doctor …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Note 9 Intangible Assets & Goodwill Components of intangible assets are as follows: Schedule of Finite-Lived Intangible Assets December 31, 2025 December 31, 2024 Tradename $ 253,000 $ 510,000 Noncompetition agreement 1,980,500 3,961,000 Less: accumulated amortization (908,355 ) (938,069 ) Total intangible assets $ 1,325,145 $ 3,532,931 The changes in the carrying amount of goodwill are as follows: Schedule of Carrying Amount of Goodwill Fertility Clinic Services Therapeutics Total Balance as of December 31, 2024 Goodwill $ 5,878,986 $ 17,656,707 $ 23,535,693 Accumulated impairment losses - - - Goodwill, net 5,878,986 17,656,707 23,535,693 Impairment losses - (14,645,069 ) (14,645,069 ) Goodwill written off related to divesture - (3,011,638 ) (3,011,638 ) Balance as of December 31, 2025 Goodwill 5,878,986 14,645,069 20,524,055 Accumulated impairment losses - (14,645,069 ) (14,645,069 ) Goodwill, net $ 5,878,986 $ - $ 5,878,986 As part of the Wisconsin Fertility Institute (WFI) acquisition, which closed on August 10, 2023, the Company acquired a tradename valued at $ 253,000 , noncompetition agreements valued at $ 3,961,000 and goodwill of $ 5,878,986 which includes assembled workforce valued at $ 34,000 . The tradename was deemed to have a useful life of 10 years. The noncompetition agreements were deemed to have a useful life of 5 years. The Company recognized an impairment of $ 1,397,353 in its Clinic Services segment on the noncompetition agreement as the Company agree …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

Note 17 Income Taxes The provision for income taxes consists of the following for the years ended December 31, 2025, and 2024: Schedule of Provision for Income Taxes 2025 2024 December 31 2025 2024 Federal income taxes: Current $ 445,808 $ - Deferred (163,115 ) 131,747 Total federal income taxes 282,693 131,747 State income taxes: Current 164,498 (22,913 ) Deferred - 31,368 Total state income taxes 164,498 8,455 Discontinued operations: Current Federal (445,808 ) - Current State (151,754 ) - Total discontinued operations (597,562 ) - Total income taxes $ (150,371 ) $ 140,202 The effective income tax rate is lower than the U.S. federal and state statutory rates primarily because of the valuation allowance and permanent items. In 2025, the permanent expense is related primarily to the impairment in the investment for NTI. A reconciliation of the 2025 and 2024 federal statutory rate as compared to the effective income tax rate is as follows: Schedule of Effective Income Tax Rate Reconciliation December 31 2025 2024 Pre-Tax Book Income at Statutory Rate $ (5,251,208 ) 21.00 % $ (1,769,693 ) 21.00 % State Tax Expense (Benefit), net 10,067 -0.04 % 8,112 -0.10 % Permanent Items 3,879,792 -15.52 % 207 0.00 % True-Ups 116,157 -0.46 % 95,878 -1.14 % Change in Federal Valuation Allowance 1,094,821 -4.38 % (970,066 ) 11.51 % True up of Basis in Intangible - - % 2,775,764 -32.94 % Total Expense (Benefit) $ (150,371 ) 0.60 % $ 140,202 -1.66 % Deferred income taxes reflect the net effect of …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Note 10 Leases The Company has various operating lease agreements in place for its office and joint ventures. Per FASBs ASU 2016-02, Leases Topic 842 (ASU 2016-02), effective January 1, 2019, the Company is required to report a right-of-use (ROU) asset and corresponding liability to report the present value of the total lease payments, with appropriate interest calculation. The Company utilizes the incremental borrowing rate for each lease by developing a synthetic credit rating for the Company as of the commencement date of each lease, adjusting the synthetic credit rating to reflect the collateralized nature of the incremental borrowing rate, the Companys borrowing rate under other debt facilities, and the market spread between secured and unsecured borrowings, and based on the adjusted synthetic rating and the various terms of the leases, selected the incremental borrowing rate based on the commencement date, duration of the lease, and a corresponding weight-adjusted corporate yield curve. Lease renewal options included in any lease are considered in the lease term if it is reasonably certain the Company will exercise the option to renew. The Companys operating lease agreements do not contain any material restrictive covenants. As of December 31, 2025, the Companys lease components included in the consolidated balance sheet were as follows: Schedule of Lease Components Lease component Balance sheet classification December 31, 2025 December 31, 2024 Assets ROU assets - oper …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

Note 11 Notes Payable Notes payables consisted of the following: Schedule of Notes Payable December 31, 2025 December 31, 2024 Related party demand notes with a 10 % financing fee. 10 % annual interest from issuance. As of December 31, 2025 and December 31, 2024, all these notes are callable. $ 220,000 $ 880,000 Related party convertible notes with a 10 % financing fee. 10 % annual interest from issuance. As of December 31, 2025 and December 31, 2024, all these notes are callable. 660,000 - Convertible notes payable. 10 % annual interest. Conversion price of $ 16.00 50,000 235,000 Convertible note payable. 12 % annual interest. Conversion price of $ 288.00 - 85,000 Cash advance agreement - 258,202 Note payable. 35 % - 100 % cumulative interest. Matures on June 29, 2028 1,089,389 1,280,986 Convertible debenture payable. 7 % annual interest. - 4,434,146 Note payable. 7 % annual interest - 253,678 Other debt - 181,100 Notes payable, gross - 181,100 Less debt discount and financing costs - (141,328 ) Total, net of discount 2,019,389 7,466,784 Less current portion 1,274,664 6,338,071 Long-term portion of notes payable $ 744,725 $ 1,128,713 Related Party Demand Notes JAG Note In the fourth quarter of 2022, the Company received $ 500,000 through the issuance of five demand notes (the JAG Notes) from a related party, JAG Multi Investments LLC (JAG). The Companys Chief Business Officer is a beneficiary of JAG but does not have any control over JAGs investment decisions with respect to …

LongTermDebtTextBlock · excerpt; the full note is in the filing

Recently Adopted Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Improvements to Income Tax Disclosures. The ASU requires greater disaggregation of information about a reporting entitys effective tax rate reconciliation and information on income taxes paid. The ASU applies to all entities subject to income taxes and is intended to help investors better understand an entitys exposure to potential changes in jurisdictional tax legislation and assess income tax information that affects cash flow forecasts and capital allocation decisions. The ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The adoption of this ASU on January 1, 2025, had no material impact on the Companys financial statements. …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Note 12 Related Party Transactions JAG Note Payable and Warrant In the fourth quarter of 2022, the Company issued a series of demand promissory notes in the aggregate principal amount of $ 550,000 to a related party, JAG, a company in which the Companys Chief Business Officer is a beneficiary but does not have any control over its investment decisions with respect to the Company, for an aggregate purchase price of $ 500,000 . The JAG Notes accrue 10 % annual interest from their respective dates of issuance. At maturity, the Company agreed to pay outstanding principal, a 10 % financing fee and accrued interest. On July 10, 2023, the Company issued an additional demand promissory note in the principal amount of $ 110,000 to JAG for a purchase price of $ 100,000 . In consideration for subscribing to the JAG Note for $ 100,000 dated December 29, 2022, and for agreeing to extend the date on which the other JAG Notes are callable to March 31, 2023, the Company issued JAG a warrant to purchase 61 shares of common stock. The warrant may be exercised for a period of five ( 5 ) years from issuance at a price of $ 14,400.00 per share. On July 10, 2023, JAG agreed to extend the date on which the JAG Notes are callable to September 30, 2023. On January 21, 2025, the Company received a demand notice from JAG. On August 13, 2025, the Company and JAG entered into the JAG August Letter pursuant to which (i) the maturity date of the JAG Notes is extended until September 30, 2025, (ii) if the C …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

Note 16 Segment Reporting The Companys Chief Operating Decision Maker (CODM) as defined under GAAP is the Companys Chief Executive Officer. The Company defines its segments on the basis of the way in which internally reported financial information is regularly reviewed by the CODM to analyze financial performance, make decisions, and allocate resources. The Company has analyzed its operations per ASC 280 and identified three operating segments: Clinic Services, INVOcell Device and Therapeutics. The three segments align with the Companys distinct product and service lines. For the year ending December 31, 2025 the Company did not have any sales or operations outside of the United States. The Clinics Services operating segment consists of financial information for WFI and the Atlanta Clinic. The INVOcell Device operating segment consists of financial information relating to the Companys manufacture and sales of the INVOcell. The Therapeutics segment consists of financial information relating to the Companys recently acquired subsidiary, NTI. The Company divested 80.1% of NTI during the second quarter of 2025 and as such the Therapeutics segment consists of the results of NTI through June 2, 2025. The tables below provide information about the Companys segments and include a reconciliation to income before taxes: Schedule of Companys Segments Including a Reconciliation to Income Before Taxes Fiscal Year Ended December 31, 2025 Fertility Clinic Services INVOcell Device Therapeuti …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Note 1 Summary of Significant Accounting Policies Description of Business INVO Fertility, Inc., (INVO or the Company) is a healthcare services and technology company focused on the fertility marketplace and dedicated to expanding access to assisted reproductive technology (ART) care for patients in need. The Companys principal commercialization strategy is focused on building, acquiring and operating fertility clinics, including INVO Centers dedicated primarily to offering the intravaginal culture (IVC) procedure enabled by its INVOcell medical device (INVOcell) and US-based, profitable in vitro fertilization (IVF) clinics. As of the date of this filing, the Company has four fertility clinics in the United States. The Company also continues to engage in the sale and distribution of its INVOcell technology solution into third-party owned and operated fertility clinics. The Companys proprietary technology, INVOcell, is a revolutionary medical device that allows fertilization and early embryo development to take place in vivo within the womans body. This treatment solution is the worlds first IVC technique for the incubation of oocytes and sperm during fertilization and early embryo development. The Company intends to seek out additional, innovative fertility-focused technologies, to license or acquire in order to utilize within its operating clinics. In addition, the Company owns 19.9% of NAYA Therapeutics, Inc. (NTI), a clinical-stage oncology and autoimmune technology busines …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

Note 13 Stockholders Equity Reverse Stock Split (March 2025) On February 24, 2025, the Companys board of directors approved a reverse stock split of the Companys common stock at a ratio of 1-for-12 and also approved a proportionate decrease in its authorized common stock to 4,166,667 shares from 50,000,000 . The reverse stock split took effect on March 18, 2025. All share information included in this Form 10-K has been reflected as if the reverse stock split occurred as of the earliest period presented. Reverse Stock Split (July 2025) On June 30, 2025, the Companys board of directors approved a reverse stock split of the Companys common stock at a ratio of 1-for-3 and also approved a proportionate decrease in its authorized common stock to 1,388,888 shares from 4,166,667 . The reverse stock split took effect on July 21, 2025. All share information included in this Form 10-K has been reflected as if the reverse stock split occurred as of the earliest period presented. Increase in Authorized Common Stock On July 23, 2025, the stockholders of the Company approved an amendment to the Companys Amended and Restated Articles of Incorporation to increase its number of authorized shares of common stock from 1,388,888 to 50,000,000 . On July 23, 2025, the Company filed a Certificate of Amendment to its Articles of Incorporation to increase its authorized shares of common stock from 1,388,888 shares to 50,000,000 shares. Reverse Stock Split (Nov 2025) On November 26, 2025, the Companys …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

Note 19 Subsequent Events On January 22, 2026, the Company increased its authorized common stock to 250,000,000 shares. On January 28, 2026, the Company entered into a warrant inducement agreement pursuant to which an existing holder exercised certain outstanding warrants for gross proceeds of approximately $ 7.5 million, and the Company issued new unregistered warrants subject to stockholder approval. On February 18, 2026, the Company consummated its acquisition of Family Beginnings P.C. for a purchase price of $ 760,000 , of which $ 400,000 consisted of 400 shares of the Companys Series D Preferred issued on the closing date and $ 210,000 was paid in cash (net of a $ 150,000 holdback) on the closing date. On March 27, 2026, the Company effected a 1-for-5 reverse stock split of its common stock resulting in proportionate adjustments to its authorized shares and outstanding equity awards. On May 27, 2025, the Company and JAG entered into a letter agreement (the JAG May 2026 Letter) pursuant to which (i) the maturity date of the JAG Notes was extended until December 31, 2026 , (ii) the Company agreed to repay the JAG Notes in monthly installments of $ 50,000 starting in April 2026 with a balloon payment at the end of December 2026, (iii) confirmation that if the Company raises more than $3,000,000 after the date of the JAG May 2026 Letter, the Company shall pay ten percent (10%) of any proceeds in excess of $3,000,000 to accelerate repayment of the JAG Notes, (iv) the conversi …

SubsequentEventsTextBlock · excerpt; the full note is in the filing

Note 3 Business Combinations On February 18, 2026, the Company, consummated its acquisition of Family Beginnings P.C. (the Indiana Clinic) for a combined purchase price of $ 760,000 , consisting of $ 360,000 in cash, of which $ 210,000 was paid at closing, $ 150,000 was a holdback to be released six months after the closing date, and $ 400,000 in Series D Preferred (see Note 13 Stockholders Equity for additional information on the Series D Preferred). The Indiana Clinic is a fertility practice that provides direct treatment to patients focused on fertility care, and employs a physician and other healthcare providers to deliver such services and procedures. The Companys wholly owned subsidiary, Wood Violet Fertility, LLC (Wood Violet) purchased the Indiana Clinics non-medical assets, and Fertility, P.A., a Florida professional corporation, purchased the Indiana Clinics medical assets. On February 18, 2026, in conjunction with the Indiana Clinic acquisition, Wood Violet entered into a Management Services Agreement (the Indiana MSA) with Fertility, P.A., pursuant to which Wood Violet provides management, administrative, laboratory, and other operational support services to the medical practice. The Companys consolidated financial statements for the three months ended March 31, 2026 include the Indiana Clinics results of operations from the acquisition date of February 18, 2026 through March 31, 2026. The Companys consolidated financial statements reflect the preliminary purchase …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

Note 18 Commitments and Contingencies Insurance The Companys insurance coverage is carried with third-party insurers and includes (i) general liability insurance covering third-party exposures, (ii) statutory workers compensation insurance, (iii) excess liability insurance above the established primary limits for general liability and automobile liability insurance, (iv) property insurance, which covers the replacement value of real and personal property and includes business interruption, and (v) insurance covering our directors and officers for acts related to our business activities. All coverage is subject to certain limits and deductibles, the terms and conditions of which are common for companies with similar types of operations. Legal Matters As of March 31, 2026, the Company was not subject to any material legal proceedings; however, it could be subject to legal proceedings and claims from time to time in the ordinary course of its business, or legal proceedings that it considered immaterial may in the future become material. Regardless of the outcome, litigation can, among other things, be time consuming and expensive to resolve, and can divert management resources. …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Note 9 Intangible Assets and Goodwill Components of intangible assets are as follows: Schedule of Finite-Lived Intangible Assets March 31, 2026 December 31, 2025 Tradename $ 403,000 $ 253,000 Noncompetition agreement 1,980,500 1,980,500 Less: accumulated amortization (1,013,705 ) (908,355 ) Total intangible assets $ 1,369,795 $ 1,325,145 The changes in the carrying amount of goodwill are as follows: Schedule of Carrying Amount of Goodwill Fertility Clinic Services Total Balance as of December 31, 2025 Goodwill $ 5,878,986 $ 5,878,986 Accumulated impairment losses - - Goodwill, net 5,878,986 5,878,986 Impairment losses - - Goodwill written off related to divesture - - Goodwill acquired 640,246 640,246 Balance as of March 31, 2026 Goodwill 6,519,232 6,519,232 Accumulated impairment losses - - Goodwill, net $ 6,519,232 $ 6,519,232 As part of the Wisconsin Fertility Institute (WFI) acquisition, which closed on August 10, 2023, the Company acquired a tradename valued at $ 253,000 , noncompetition agreements valued at $ 3,961,000 and goodwill of $ 5,878,986 which includes assembled workforce valued at $ 34,000 . The tradename was deemed to have a useful life of 10 years. The noncompetition agreements were deemed to have a useful life of 5 years. In 2025, the Company recognized an impairment of $ 1,397,353 in its Clinic Services segment on the noncompetition agreement as the Company agreed to release Dr. Pritts from her noncompetition agreement as part of a settlement and binding te …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

Note 17 Income Taxes The Company uses the asset and liability method to account for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. If a carryforward exists, the Company decides as to whether the carryforward will be utilized in the future. Currently, a valuation allowance is established for all deferred tax assets and carryforwards as their recoverability is deemed to be uncertain. If the Companys expectations for future operating results at the federal or at the state jurisdiction level vary from actual results due to changes in healthcare regulations, general economic conditions, or other factors, it may need to adjust the valuation allowance, for all or a portion of the Companys deferred tax assets. The Companys income tax expense in future periods will be reduced or increased to the extent of offsetting decreases or increases, respectively, in the Companys valuation allowance in the period when the change in circums …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Note 10 Leases The Company has various operating lease agreements in place for its office and joint ventures. Per FASBs ASU 2016-02, Leases Topic 842 (ASU 2016-02), effective January 1, 2019, the Company is required to report a right-of-use asset and corresponding liability to report the present value of the total lease payments, with appropriate interest calculation. The Company utilizes the incremental borrowing rate for each lease by developing a synthetic credit rating for the Company as of the commencement date of each lease, adjusting the synthetic credit rating to reflect the collateralized nature of the incremental borrowing rate, the Companys borrowing rate under other debt facilities, and the market spread between secured and unsecured borrowings, and based on the adjusted synthetic rating and the various terms of the leases, selected the incremental borrowing rate based on the commencement date, duration of the lease, and a corresponding weight-adjusted corporate yield curve. Lease renewal options included in any lease are considered in the lease term if it is reasonably certain the Company will exercise the option to renew. The Companys operating lease agreements do not contain any material restrictive covenants. As of March 31, 2026, the Companys lease components included in the consolidated balance sheet were as follows: Schedule of Lease Components Lease component Balance sheet classification March 31, 2026 Assets ROU assets operating lease Other assets $ 1,976 …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

Note 11 Notes Payable Notes payables consisted of the following: Schedule of Notes Payable March 31, 2026 December 31, 2025 Related party demand notes with a 10 % financing fee. 10 % annual interest from issuance. As of March 31, 2026 and December 31, 2025, all these notes are callable. $ 220,000 $ 220,000 Related party convertible notes with a 10 % financing fee. 10 % annual interest from issuance. As of March 31, 2026 and December 31, 2025, all these notes are callable. 660,000 660,000 Convertible notes payable. 10 % annual interest. Conversion price of $ 16.00 - 50,000 Note payable. 35 % - 100 % cumulative interest. Matures on June 29, 2028 1,022,732 1,089,389 Note payable, gross 1,022,732 1,089,389 Total, net of discount 1,902,732 2,019,389 Less current portion 1,242,567 1,274,664 Long-term portion of notes payable $ 660,165 $ 744,725 Related Party Demand Notes JAG Note In the fourth quarter of 2022, the Company received $ 500,000 through the issuance of five demand notes (the JAG Notes) from a related party, JAG Multi Investments LLC (JAG). The Companys Chief Business Officer is a beneficiary of JAG but does not have any control over JAGs investment decisions with respect to the Company. The JAG Notes accrue 10 % annual interest from their respective dates of issuance. At maturity, the Company agreed to pay outstanding principal, a 10 % financing fee and accrued interest. On July 10, 2023, the Company received an additional $ 100,000 from JAG through the issuance of an a …

LongTermDebtTextBlock · excerpt; the full note is in the filing

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

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Note 12 Related Party Transactions JAG Note Payable and Warrant In the fourth quarter of 2022, the Company issued a series of demand promissory notes in the aggregate principal amount of $ 550,000 to a related party, JAG, a company in which the Companys Chief Business Officer is a beneficiary but does not have any control over its investment decisions with respect to the Company, for an aggregate purchase price of $ 500,000 . The JAG Notes accrue 10 % annual interest from their respective dates of issuance. At maturity, the Company agreed to pay outstanding principal, a 10 % financing fee and accrued interest. On July 10, 2023, the Company issued an additional demand promissory note in the principal amount of $ 110,000 to JAG for a purchase price of $ 100,000 . In consideration for subscribing to the JAG Note for $ 100,000 dated December 29, 2022, and for agreeing to extend the date on which the other JAG Notes are callable to March 31, 2023, the Company issued JAG a warrant to purchase 61 shares of common stock. The warrant may be exercised for a period of five ( 5 ) years from issuance at a price of $ 14,400.00 per share. On July 10, 2023, JAG agreed to extend the date on which the JAG Notes are callable to September 30, 2023. On January 21, 2025, the Company received a demand notice from JAG. On August 13, 2025, the Company and JAG entered into the JAG August Letter pursuant to which (i) the maturity date of the JAG Notes is extended until September 30, 2025, (ii) if the C …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

Note 16 Segment Reporting The Companys Chief Operating Decision Maker (CODM) as defined under GAAP is the Companys Chief Executive Officer. The Company defines its segments on the basis of the way in which internally reported financial information is regularly reviewed by the CODM to analyze financial performance, make decisions, and allocate resources. The Company has analyzed its operations per ASC 280 and identified three operating segments: Clinic Services, INVOcell Device, and Therapeutics. The three segments align with the Companys distinct product and service lines. For the three months ended March 31, 2026 the Company did not have any sales or operations outside of the United States. The Clinics Services operating segment consists of financial information for WFI, the Atlanta Clinic, and the Indiana Clinic. The INVOcell Device operating segment consists of financial information relating to the Companys manufacture and sales of the INVOcell. The Therapeutics segment was divested in May 2025. The tables below provide information about the Companys segments and include a reconciliation to income before taxes: Schedule of Companys Segments Including a Reconciliation to Income Before Taxes Three Months Ended March 31, 2026 Fertility Clinic Services INVOcell Device Total Revenue from external customers $ 1,983,540 $ 32,992 $ 2,016,532 Intersegment revenues - 12,000 12,000 Total revenue 1,983,540 44,992 2,028,532 Reconciliation of revenue Elimination of intersegment revenue …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Note 1 Summary of Significant Accounting Policies Description of Business INVO Fertility, Inc. (INVO or the Company) is a healthcare services and technology company focused on the fertility marketplace and dedicated to expanding access to assisted reproductive technology (ART) care for patients in need. The Companys principal commercialization strategy is focused on building, acquiring, and operating fertility clinics, including INVO Centers dedicated primarily to offering the intravaginal culture (IVC) procedure enabled by its INVOcell medical device (INVOcell) and US-based, profitable in vitro fertilization (IVF) clinics. As of the date of this filing, the Company has four fertility clinics in the United States. The Company also continues to engage in the sale and distribution of its INVOcell technology solution into third-party owned and operated fertility clinics. The Companys proprietary technology, INVOcell, is a revolutionary medical device that allows fertilization and early embryo development to take place in vivo within the womans body. This treatment solution is the worlds first IVC technique for the incubation of oocytes and sperm during fertilization and early embryo development. The Company intends to seek out additional, innovative fertility-focused technologies, to license or acquire to utilize within its operating clinics. In addition, the Company owns 19.9% of NAYA Therapeutics, Inc. (NTI), a clinical-stage oncology and autoimmune technology business, after …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

Note 13 Stockholders Equity Reverse Stock Split (Mar 2026) On March 25, 2026, the Companys board of directors approved a reverse stock split of the Companys common stock at a ratio of 1-for-5 and also approved a proportionate increase in its authorized common stock from 50,000,000 shares to 250,000,000 . The reverse stock split took effect on March 27, 2026. All share information included in this Form 10-Q has been reflected as if the reverse stock split occurred as of the earliest period presented. Increase in Authorized Common Stock (Jan 2026) On January 22, 2026, the Companys stockholders approved an amendment to our Amended and Restated Articles of Incorporation to increase our number of authorized shares of common stock from 6,250,000 to 250,000,000 and the Company filed a Certificate of Amendment to its Articles of Incorporation to increase its authorized shares of common stock for the same. Reverse Stock Split (Nov 2025) On November 26, 2025, the Companys board of directors approved a reverse stock split of the Companys common stock at a ratio of 1-for-8 and also approved a proportionate decrease in its authorized common stock to 6,250,000 shares from 50,000,000 . The reverse stock split took effect on November 28, 2025. All share information included in this Form 10-Q has been reflected as if the reverse stock split occurred as of the earliest period presented. Increase in Authorized Common Stock (July 2025) On July 23, 2025, the stockholders of the Company approved a …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

Note 19 Subsequent Events On May 27, 2025, the Company and JAG entered into a letter agreement (the JAG May 2026 Letter) pursuant to which (i) the maturity date of the JAG Notes was extended until December 31, 2026, (ii) the Company agreed to repay the JAG Notes in monthly installments of $50,000 starting in April 2026 with a balloon payment at the end of December 2026, (iii) confirmation that if the Company raises more than $3,000,000 after the date of the JAG May 2026 Letter, the Company shall pay ten percent (10%) of any proceeds in excess of $3,000,000 to accelerate repayment of the JAG Notes, (iv) the conversion price of the JAG Notes was set to $1.60, (v) the Company agreed to issue to JAG a new warrant (the JAG May 2026 Warrant) to purchase up to 150,000 shares of the Companys common stock at an exercise price of $1.60 per share, exercisable for five years from the date of issuance, and (vi) the Company agreed to the reset of the conversion and exercise prices of the JAG Notes and JAG May 2026 Warrant, respectively, to equal the price of any future financing based on a share price that is lower than the conversion and exercise prices then in effect. …

SubsequentEventsTextBlock · excerpt; the full note is in the filing