INVO Fertility, Inc. — fact timeline

INVO Fertility, Inc. entered into Purchase Agreement with Triton Funds LP valued at up to $850,000 (effective 2024-03-27).

“On March 27, 2024, INVO Bioscience, Inc., a Nevada corporation (the “ Company ”) entered into a purchase agreement (the “ Purchase Agreement ”) with Triton Funds LP (“ Triton ”), pursuant to which the Company agreed to sell, and Triton agreed to purchase, upon the Company’s request in one or more transactions, up to 1,000,000 shares of the Company’s common stock, par value $0.0001 per share, providing aggregate gross proceeds to the Company of up to $850,000.”

INVO Fertility, Inc. incurred debt of $344,925 with Buyer maturing Until the purchase price has been repaid.

“On February 26, 2024, INVO Bioscience, Inc. (the “Company”) finalized an Agreement for the Purchase and Sale of Future Receipts (the “Future Receipts Agreement”) with a buyer (the “Buyer”) under which the Buyer purchased $344,925 of our future sales for a gross purchase price of $236,250.”

INVO Fertility, Inc. entered into Agreement for the Purchase and Sale of Future Receipts with Buyer valued at $236,250 (effective 2024-02-26).

“On February 26, 2024, INVO Bioscience, Inc. (the “Company”) finalized an Agreement for the Purchase and Sale of Future Receipts (the “Future Receipts Agreement”) with a buyer (the “Buyer”) under which the Buyer purchased $344,925 of our future sales for a gross purchase price of $236,250.”

INVO Fertility, Inc. amended Convertible Notes extension with Required Holders (effective 2023-12-27).

“As of December 27, 2023, the Company secured written consent by the Required Holders for the Convertible Note maturity date to be extended to June 30, 2024.”

INVO Fertility, Inc. entered into SPA with NAYA valued at $5.00 per share (effective 2023-12-29).

“On December 29, 2023, the Company entered into a securities purchase agreement (the “ SPA ”) with NAYA for NAYA’s purchase of 1,000,000 shares of the Company’s Series A Preferred Stock at a purchase price of $5.00 per share.”

INVO Fertility, Inc. amended Second Amendment with NAYA Biosciences, Inc. (effective 2023-12-27).

“On December 27, 2023, INVO Bioscience, Inc., a Nevada corporation (the “ Company ”) entered into second amendment (“ Second Amendment ”) to the previously announced agreement and plan of merger (the “ Merger Agreement ”) by and among the Company, INVO Merger Sub, Inc. (“ Merger Sub ”), and NAYA Biosciences, Inc., a Delaware corporation (“ NAYA ”).”

INVO Fertility, Inc. entered into SPA with NAYA Biosciences, Inc. valued at $5.00 per share (effective 2023-12-29).

“On December 29, 2023, INVO Bioscience, Inc., a Nevada corporation (the “ Company ”) entered into securities purchase agreement (the “ SPA ”) with NAYA Biosciences, Inc., a Delaware corporation (“ NAYA ”) for the purchase of 1,000,000 shares of the Company’s Series A Preferred Stock at a purchase price of $5.00 per share.”

INVO Fertility, Inc. amended Convertible Notes Extension with Required Holders of Convertible Notes valued at Maturity date extended to June 30, 2024; conversion and warrant exercise price lowered to $2.25 (effective 2023-12-27).

“As of December 27, 2023, the Company secured written consent by the Required Holders for the Convertible Note maturity date to be extended to June 30, 2024.”

INVO Fertility, Inc. shareholders approved Reduction of exercise price for March 2023 private placement warrants from $12.60 per share to $2.85 per share at the 2023-12-26 meeting.

“The result of the votes to approve Warrant Exercise Price Reduction was as follows: For Against Abstain Broker Non-Vote 108,451 75,038 5,583 763,010”

INVO Fertility, Inc. shareholders approved Ratification of appointment of M&K CPAs PLLC as independent public accountant for fiscal year ending December 31, 2023 at the 2023-12-26 meeting.

“The result of the votes to approve M&K CPAs PLLC was as follows: For Against Abstain 880,341 55,600 16,141”

INVO Fertility, Inc. shareholders approved Election of Directors at the 2023-12-26 meeting.

“The result of the votes to elect the five directors was as follows: Directors For Withheld Broker Non-Votes Steven Shum 161,151 27,921 763,010 Trent Davis 160,948 28,124 763,010 Matthew Szot 160,922 28,150 763,010 Barbara Ryan 161,040 28,032 763,010 Rebecca Messina 162,169 26,903 763,010”

INVO Fertility, Inc. amended Amendment to Common Stock Purchase Warrant with a certain institutional investor (effective 2023-12-28).

“On December 28, 2023, INVO Bioscience, Inc. (the “Company”) entered into an Amendment to Common Stock Purchase Warrant (the “Amendment”) with s certain institutional investor to amend that certain Common Stock Purchase Warrant dated March 27, 2023 issued by the Company to such investor (the “Original Warrant”) to reduce the exercise price under Section 2(b) thereunder to $2.85 per share.”

INVO Fertility, Inc.: Lowered quorum requirement for shareholder meetings from majority to one-third of outstanding shares (effective 2023-12-12).

“The Amendment amends and restates in its entirety Article III, Section 8 of the Bylaws to lower the quorum requirement for shareholder meetings from requiring the holders of a majority of the Company’s shares of stock issued and outstanding and entitled to vote thereat to be present in person or represented by proxy to one-third of the holders of the Company’s stock issued and outstanding and entitled to vote thereat to be present in person or represented by proxy.”

INVO Fertility, Inc.: The Company filed a Certificate of Designation for Series B Convertible Preferred Stock, establishing its rights, preferences, and privileges (effective 2023-11-20).

“On November 20, 2023, the Company filed with the Nevada Secretary of State a Certificate of Designation of Series B Convertible Preferred Stock (the “ Series B Certificate of Designation ”) which sets forth the rights, preferences, and privileges of the Series B Preferred Stock (the “ Series B Preferred ”).”

INVO Fertility, Inc.: The Company filed Certificates of Designation for two new series of preferred stock: Series A Convertible Preferred Stock and Series B Convertible Preferred Stock, setting forth the rights, preferences, and privileges of each series (effective 2023-11-20).

“On November 20, 2023, the Company filed with the Nevada Secretary of State a Certificate of Designation of Series A Convertible Preferred Stock (the “ Series A Certificate of Designation ”) which sets forth the rights, preferences, and privileges of the Series A Preferred Stock (the “ Series A Preferred ”).”

INVO Fertility, Inc. entered into Share Exchange Agreement with Cytovia Therapeutics Holdings, Inc. (effective 2023-11-19).

“On November 19, 2023, the Company entered into a share exchange agreement (the “ Share Exchange Agreement ”) with Cytovia Therapeutics Holdings, Inc., a Delaware corporation (“ Cytovia ”) for Cytovia’s acquisition of 1,200,000 shares of the Company’s newly designated Series B Preferred Stock in exchange for 163,637 shares of common stock of NAYA held by Cytovia valued at $6,000,000”

INVO Fertility, Inc. reported financial results for the three months ended September 30, 2023.

“On November 13, 2023, INVO Bioscience, Inc. (the “Company”) issued a press release announcing financial results for the period ended September 30, 2023. The text of the press release is furnished as Exhibit 99.1 to this current report.”

INVO Fertility, Inc. entered into Agreement and Plan of Merger with NAYA Biosciences, Inc. (effective 2023-10-22).

“On October 22, 2023, INVO Bioscience, Inc., a Nevada corporation (the “ Company ”), INVO Merger Sub Inc., a wholly owned subsidiary of the Company and a Delaware corporation (“ Merger Sub ”), and NAYA Biosciences, Inc., a Delaware corporation (“ NAYA ”), entered into an Agreement and Plan of Merger, as amended on October 25, 2023 (collectively, the “ Merger Agreement ”).”

INVO Fertility, Inc.: Increased authorized shares of common stock from 6,250,000 to 50,000,000 (effective 2023-10-13).

“On October 13, 2023, the Company filed a Certificate of Amendment (the “Amendment”) to its Articles of Incorporation to increase its authorized shares of common stock from 6,250,000 shares to 50,000,000 shares.”

INVO Fertility, Inc. shareholders rejected Reduce the exercise price of the March 2023 private placement warrants from $12.60 per share to $2.85 per share (for purposes of Nasdaq Marketplace Rule 5635(d)) at the 2023-10-13 meeting.

“Proposal 2: At the Special Meeting, the shareholders failed to approve, for the purposes of Nasdaq Marketplace Rule 5635(d), the reduction of the exercise price for the March 2023 private placement warrants from $12.60 per share to $2.85 per share (the “Warrant Exercise Price Reduction”). The result of the votes that failed to approve the Warrant Exercise Price Reduction was as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES 462,694 484,695 8,318 601,894”

INVO Fertility, Inc. shareholders approved Increase the number of authorized shares of common stock from 6,250,000 to 50,000,000 at the 2023-10-13 meeting.

“On October 13, 2023, the Company held a special meeting of shareholders (the “ Special Meeting ”) for the purpose of holding a shareholder vote on Proposals 1 and 2 set forth below. The total number of shares entitled to vote at the Special Meeting was 2,467,256 and there were present at the Meeting, in person or by proxy, 1,557,601 shares, which constituted a quorum for the Special Meeting. The final results for each of the matters submitted to a vote of shareholders at the Special Meeting, as set forth in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on September 1, 2023, as amended, are as follows: Proposal 1. At the Special Meeting, the shareholders approved an increase to the number of authorized shares of the Company’s common stock from 6,250,000 shares to 50,000,000 shares (the “Authorized Share Increase”). The result of the votes to approve the Authorized Share Increase was as follows : For against abstain Broker Non-Votes 1,364,769”

INVO Fertility, Inc. incurred loan of $1,500,000 with Decathlon Alpha V LP at based on a minimum amount that increases from thirty five percent (35%) of the L maturing June 29, 2028.

“under which the Lender made a revenue loan advance in the gross amount of $1,500,000”

INVO Fertility, Inc. entered into Revenue Loan and Security Agreement with Decathlon Alpha V LP valued at $1,500,000 (effective 2023-09-29).

“On September 29, 2023, INVO Bioscience, Inc. (the “Company”), Steven Shum, as a Key Person, and the Company’s wholly-owned subsidiaries Bio X Cell, Inc, INVO Centers, LLC, Wood Violet Fertility LLC, Fertility Labs of Wisconsin LLC and Orange Blossom Fertility LLC as guarantors (the “Guarantors”), entered into a Revenue Loan and Security Agreement (the “Loan Agreement”) with Decathlon Alpha V LP (the “Lender”) under which the Lender made a revenue loan advance in the gross amount of $1,500,000 (the “Loan”).”

INVO Fertility, Inc. incurred debt of $746,750 with a merchant.

“On August 31, 2023, INVO Bioscience, Inc. (the “Company”) entered into a Standard Merchant Cash Advance Agreement (the “Cash Advance Agreement”) with a merchant (the “Merchant”) under which the Merchant purchased $746,750 of our receivables for a gross purchase price of $515,000.”

INVO Fertility, Inc. entered into Standard Merchant Cash Advance Agreement with a merchant (the "Merchant") valued at $746,750 of our receivables for a gross purchase price of $515,000 (effective 2023-08-31).

“On August 31, 2023, INVO Bioscience, Inc. (the "Company") entered into a Standard Merchant Cash Advance Agreement (the "Cash Advance Agreement") with a merchant (the "Merchant") under which the Merchant purchased $746,750 of our receivables for a gross purchase price of $515,000.”

INVO Fertility, Inc. reported the second quarter ended June 30, 2023 results: revenue $315,902.

“for the second quarter ended June 30, 2023 and provided a business update. Q2 2023 Financial Highlights (all metrics compared to Q2 2022 unless otherwise noted) ● Revenue was $315,902, an increase of 116% compared to $146,135. ● Clinic revenue increased 126% to $254,364, compared to $112,358. All reported clinic revenue is derived from the Company’s INVO”

INVO Fertility, Inc. completed an acquisition involving Wisconsin Fertility Institute (the Clinic, comprised of Wisconsin Fertility and Reproductive Surgery Associates, S.C. and Fertility Labs of Wisconsin, LLC) for $10 million (closed 2023-08-10).

“On August 10, 2023, INVO through Buyer consummated its acquisition of the Wisconsin Fertility Institute (the "Clinic") for a combined purchase price of $10 million”

INVO Fertility, Inc. entered into Warrant Agent Agreement with Transfer Online, Inc. (effective 2023-08-08).

“On August 8, 2023, the Company entered into a warrant agency agreement (the “Warrant Agent Agreement”), with Transfer Online, Inc. appointing Transfer Online, Inc. as Warrant Agent for the Warrants.”

INVO Fertility, Inc. entered into Placement Agency Agreement with Maxim Group LLC (effective 2023-08-04).

“Also in connection with the Offering, on August 4, 2023, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Maxim Group LLC (the “Placement Agent”), pursuant to which (i) the Placement Agent agreed to act as placement agent on a “best efforts” basis in connection with the Offering and (ii) the Company agreed to pay the Placement Agent an aggregate fee equal to 7.0% of the gross proceeds raised in the offering (or 5.0% in the case of certain investors) and warrants to purchase up to 110,600 shares of Common Stock at an exercise price of $3.14 per share (the “Placement Agent Warrants”).”

INVO Fertility, Inc. entered into Purchase Agreement with certain institutional and other investors valued at approximately $4.5 million (effective 2023-08-04).

“On August 4, 2023, INVO Bioscience, Inc., a Nevada corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional and other investors, pursuant to which the Company agreed to issue and sell to such investors in a public offering (the “Offering”), 1,580,000 units (the “Units”) at a price of $2.85 per Unit, with each Unit consisting of (i) one share) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company, and (ii) two common stock purchase warrants (the “Warrants”), each exercisable for one share of Common Stock.”

INVO Fertility, Inc. amended Membership Interest Purchase Agreement with Fertility Labs of Wisconsin, LLC valued at Extended closing date to August 10, 2023; sellers retain pre-closing accounts receivable (effective 2023-07-31).

“On July 7, 2023, Buyer entered into a closing agreement (the “MIPA Closing Agreement”) with Fertility Labs of Wisconsin, LLC, a Wisconsin limited liability company (“FLOW”), IVF Science, LLC and Dr. Pritts as trustee for the Elizabeth Pritts Revocable Living Trust (each a “FLOW Seller” and collectively the “FLOW Sellers”) and the Sellers’ Representative (as defined in that certain Membership Interest Purchase Agreement dated March 16, 2023 between the parties listed above (the “Membership Interest Purchase Agreement”)”

INVO Fertility, Inc. amended Asset Purchase Agreement with Wisconsin Fertility and Reproductive Surgery Associates, S.C. valued at Extended closing date to August 10, 2023; company assumed inter-company loan of $268,054.32; sellers (effective 2023-07-31).

“On July 7, 2023 Wood Violet Fertility LLC (“Buyer”), a wholly owned subsidiary of INVO Bioscience, Inc. (the “Company”) entered into a closing agreement (the “APA Closing Agreement”) with Wisconsin Fertility and Reproductive Surgery Associates, S.C., a Wisconsin professional service corporation d/b/a Wisconsin Fertility Institute (“WFRSA”), The Elizabeth Pritts Revocable Living Trust (“Seller”) and Dr. Elizabeth Pritts, an individual and sole trust of Seller (“Dr. Pritts”, and together with the Seller, the “Seller Parties” related to that certain Asset Purchase Agreement dated March 16, 2023 between the parties listed above – the “Asset Purchase Agreement”)”

INVO Fertility, Inc.: Effected a 1-for-20 reverse stock split of common stock, adjusting authorized shares to 6,250,000 (effective 2023-07-28).

“On July 26, 2023, INVO Bioscience, Inc. (the “Company”) filed a Certificate of Change (the “Certificate of Change”) with the Secretary of State of the State of Nevada to effectuate a 1-for-20 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding and authorized shares of common stock, par value $0.0001 per share (“Common Stock”). The Reverse Stock Split will become effective at 12:01 a.m., Eastern Time, on Friday, July 28, 2023”

INVO Fertility, Inc. incurred debt of $543,750 with Cedar Advance LLC.

“On July 20, 2023, INVO Bioscience, Inc. (the “Company”) entered into a Standard Merchant Cash Advance Agreement (the “Cash Advance Agreement”) with Cedar Advance LLC (“Cedar”) under which Cedar purchased $543,750 of our receivables for a gross purchase price of $375,000.”

INVO Fertility, Inc. amended Amended Letter Agreement with JAG Multi Investments LLC valued at Amendment removes references to warrant issuance and repricing; rescinds July 10, 2023 warrant to pu (effective 2023-07-21).

“JAG Amended Letter Agreement On July 21, 2023 the Company entered into an amended and restated letter agreement (the “Amended Letter Agreement”) with JAG Multi Investments LLC (“JAG”) to restate the terms of that certain July 10, 2023 letter agreement between the Company and JAG (the “Original Letter Agreement”). The Amended Letter Agreement removes all references to issuance of a new warrant and repricing of warrants referenced in the Original Letter Agreement, both of which are void ab initio. Since the parties agreed that the warrant issuance to JAG referred to in the Original Letter Agreement is void ab initio, the July 10, 2023 warrant to purchase 150,000 shares of common stock of the Company to JAG is rescinded and cancelled and of no force and effect.”

INVO Fertility, Inc. entered into Standard Merchant Cash Advance Agreement with Cedar Advance LLC valued at Cedar purchased $543,750 of receivables for gross purchase price of $375,000, net proceeds $356,250, (effective 2023-07-20).

“July 2023 Standard Merchant Cash Advance Agreement On July 20, 2023, INVO Bioscience, Inc. (the “Company”) entered into a Standard Merchant Cash Advance Agreement (the “Cash Advance Agreement”) with Cedar Advance LLC (“Cedar”) under which Cedar purchased $543,750 of our receivables for a gross purchase price of $375,000. We received net proceeds of $356,250. Until the purchase price has been repaid, we agreed to pay Cedar $19,419.64 per week. If we repay the purchase price within 30-days then the amount payable shall be reduced to $465,000. In addition, we granted Cedar a security interest in our accounts, including deposit accounts and accounts receivable. We intend to use the proceeds for working capital and general corporate purposes.”

INVO Fertility, Inc. amended loan of $500,000 with JAG Multi Investments LLC maturing extended to September 30, 2023.

“the date on which JAG can demand payment of principal, fees and any interest under those certain demand promissory previously issued to JAG by the Company for a total of $500,000, of which JAG may demand payment of $500,000 as of the date hereof, be extended to September 30, 2023”

INVO Fertility, Inc. incurred loan of $100,000 with JAG Multi Investments LLC at interest free until August 31, 2023, then 10% annual interest maturing demand promissory note.

“uly 10, 2023, the Company entered into a letter agreement (the “Agreement”) with JAG Multi Investments LLC (“JAG”), a related party to Andrea Goren, our CFO, who is a beneficiary of JAG but does not have any control over JAG’s investment decisions”

INVO Fertility, Inc. entered into MIPA Closing Agreement with FLOW Sellers valued at $40,000 (effective 2023-07-07).

“On July 7, 2023, Buyer entered into a closing agreement (the “MIPA Closing Agreement”) with Fertility Labs of Wisconsin, LLC, a Wisconsin limited liability company (“FLOW”), IVF Science, LLC and Dr. Pritts as trustee for the Elizabeth Pritts Revocable Living Trust (each a “FLOW Seller” and collectively the “FLOW Sellers”) and the Sellers’ Representative (as defined in that certain Membership Interest Purchase Agreement dated March 16, 2023 between the parties listed above (the “MIPA”).”

INVO Fertility, Inc. entered into APA Closing Agreement with Wisconsin Fertility and Reproductive Surgery Associates, S.C., The Elizabeth Pritts Revocable Living Trust, and Dr. Elizabeth Pritts valued at $10,000 (effective 2023-07-07).

“On July 7, 2023, Wood Violet Fertility LLC (“Buyer”), a wholly owned subsidiary of INVO Bioscience, Inc. (the “Company”) entered into a closing agreement (the “APA Closing Agreement”) with Wisconsin Fertility and Reproductive Surgery Associates, S.C., a Wisconsin professional service corporation d/b/a Wisconsin Fertility Institute (“WFRSA”), The Elizabeth Pritts Revocable Living Trust (“Seller”) and Dr. Elizabeth Pritts, an individual and sole trust of Seller (“Dr. Pritts”, and together with the Seller, the “Seller Parties” related to that certain Asset Purchase Agreement dated March 16, 2023 between the parties listed above – the “APA”).”

INVO Fertility, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).

“July 11, 2023, the Company received a notice from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that, based upon the Company’s non-compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Rule”), as of July 10, 2023, the Nasdaq Hearing Panel (the “Panel”) will consider such non-compliance in its decision regarding the Company’s continued listing on Nasdaq. The Company plans to timely submit to the Panel confirmation of its plan to regain compliance under the Rule, providing similar information to that present”

INVO Fertility, Inc. entered into Payoff Agreement with Armistice Capital Markets Ltd. (effective 2023-07-07).

“In connection with the Armistice Amendment, the Company also entered into a Payoff Commitment Agreement and Confession of Judgment (the “Payoff Agreement”) with Armistice on July 7, 2023 which provides that if INVO fails to pay the Armistice Amendment Fee when due, the Company confesses judgment in favor of Armistice.”

INVO Fertility, Inc. amended Armistice Amendment with Armistice Capital Markets Ltd. (effective 2023-07-07).

“On July 7, 2023, INVO Bioscience, Inc., a Nevada corporation (the “Company”), entered into an Amendment to Securities Purchase Agreement (the “Armistice Amendment”) with Armistice Capital Markets Ltd. to delete Section 4.12(a) of our March 23, 2023 Securities Purchase Agreement (the “Armistice SPA”) with Armistice pursuant to which we agreed that from March 23, 2023 until 45 days after the effective date of the Resale Registration Statement (as defined) we would not (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents or (ii) file any registration statement or any amendment or supplement thereto, other than the prospectus supplement filed in connection with that offering and the Resale Registration Statement (the “Subsequent Equity Financing Provision”).”

INVO Fertility, Inc. entered into Membership Interest Purchase Agreement with FLOW, IVF Science, LLC, and Dr. Elizabeth Pritts as trustee for the Elizabeth Pritts Revocable List Trust valued at $2,000,000 (effective 2023-03-16).

“On March 16, 2023, Buyer entered into a Membership Interest Purchase Agreement (the “MIPA”) with FLOW, IVF Science, LLC, a Wisconsin limited liability company (“IVF Science”), owned by Wael Megid, Ph.D. (“Dr. Megid”), and Dr. Elizabeth Pritts as trustee for the Elizabeth Pritts Revocable List Trust, a Trust created under the laws of the State of Wisconsin (each, a “Selling Member” and collectively, the “Selling Members”).”

INVO Fertility, Inc. entered into Asset Purchase Agreement with WFRSA and The Elizabeth Pritts Revocable Living Trust (effective 2023-03-16).

“On March 16, 2023, Buyer entered into an Asset Purchase Agreement (the “APA”) with WFRSA and The Elizabeth Pritts Revocable Living Trust (the “Seller,” together with the WFRSA, the “Seller Parties”) pursuant to which Buyer agreed to acquire the Purchased Assets (as defined in the APA) related to WFRSA’s business.”

INVO Fertility, Inc. entered into Membership Interest Purchase Agreement with FLOW, IVF Science, LLC, and certain selling members valued at $2,000,000 (effective 2023-03-16).

“On March 16, 2023, Buyer entered into a Membership Interest Purchase Agreement (the “MIPA”) with FLOW, IVF Science, LLC, a Wisconsin limited liability company (“IVF Science”), owned by Wael Megid, Ph.D. (“Dr. Megid”), and Dr. Elizabeth Pritts as trustee for the Elizabeth Pritts Revocable List Trust”

INVO Fertility, Inc. entered into Asset Purchase Agreement with WFRSA and The Elizabeth Pritts Revocable Living Trust valued at $500,000 less Target Closing Date Debt less the Holdback Amount of $280,000 (effective 2023-03-16).

“On March 16, 2023, Buyer entered into an Asset Purchase Agreement (the “APA”) with WFRSA and The Elizabeth Pritts Revocable Living Trust (the “Seller,” together with the WFRSA, the “Seller Parties”) pursuant to which Buyer agreed to acquire the Purchased Assets (as defined in the APA) related to WFRSA’s business.”

INVO Fertility, Inc. received a nasdaq deficiency notice notice regarding stockholders equity (rules 5550(b)(1)).

“May 23, 2023, INVO Bioscience, Inc. (the “Company”) was notified by the Listing Qualifications department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that, based upon the Company’s non-compliance with the $2.5 million stockholders’ equity requirement for continued listing on The Nasdaq Global Market, as set forth in Nasdaq Listing Rule 5550(b)(1) (the “Rule”), as of May 22, 2023, the Company’s common stock was subject to delisting from Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The Company plans to timely request a hearing be”

INVO Fertility, Inc. reported three months ended March 31, 2023 results: revenue $348,025.

“Revenue for the three months ended March 31, 2023, was $348,025 compared to $162,598 for the three months ended March 31, 2022.”

INVO Fertility, Inc. reported year ended December 31, 2022 results: revenue $822,196.

“2022 Financial Highlights (all metrics compared to 2021 unless otherwise noted) ● Revenue increased 40% to $822,196 compared to $588,687 (excluding license revenue) in the prior year.”