Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Amendment and Exchange Agreement

Effective as of August 21, 2025, INVO Fertility, Inc., a Nevada corporation (the "Company") and Five Narrow Lane LP, a Delaware limited partnership ("FNL") entered into an agreement (the "Amendment and Exchange Agreement") pursuant to which the parties agreed to exchange an Amended and Restated Senior Secured Convertible Debenture Due February 11, 2026 (the "Amended and Restated Debenture") held by FNL in exchange for a Second Amended and Restated Senior Secured Convertible Debenture Due February 11, 2026 (the "Second Amended and Restated Debenture") to (i) decrease the outstanding principal amount of the Second Amended and Restated Debenture to $1,751,343.75, (ii) remove provisions related to Monthly Redemption Amounts, as defined in the Second Amended and Restated Debenture, and (iii) make other changes mutually agreed to between the parties.

In consideration of the foregoing amendments, the Company and FNL agreed to reduce the outstanding principal amount of the Second Amended and Restated Debenture by $1,300,000 in exchange for receipt of shares of the Company's Series C-2 Preferred Stock (the "C-2 Preferred") pursuant to an additional investment right previously granted to FNL (the "AIR Preferred Shares") with aggregated stated value of $1,300,000. In consideration thereof, the Company agreed to issue 325 shares of additional C-2 Preferred to FNL.

The foregoing summary of the Amendment and Exchange Agreement is not complete and is qualified in its entirety by reference to the Amendment and Exchange Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Side Letter Agreement

Effective as of August 21, 2025, the Company and FNL entered into an agreement (the "Side Letter Agreement") pursuant to which, among other things, the parties agreed to extend the deadline by which the Company must file a registration statement with the United States Securities and Exchange Commission (the "SEC") for the resale of shares of our common stock (i) issuable upon conversion of the Second Amended and Restated Debenture, (ii) issuable upon conversion of shares of our Series C-2 Preferred Stock held by FNL, and (iii) issuable upon exercise of warrants held by FNL, to August 29, 2025. The parties further agreed to extend the deadline by which such registration statement must be declared effective by the SEC to the earlier of the (A) September 30, 2025 (or, in the event of a "full review" by the SEC, October 31, 2025) and (B) the 2nd business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be reviewed or will not be subject to further review.

The foregoing summary of the Side Letter Agreement is not complete and is qualified in its entirety by reference to the Side Letter Agreement, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Item 3.02 Unregistered Sale of Equity Securities.

The information set forth in Item 1.01 is incorporated herein by reference. The offer and sale of the Second Amended and Restated Debenture and the C-2 Preferred has been made in reliance on the exemptions from registration provided by Sections 3(a)(9) and 4(a)(2) of the Securities Act of 1933, as amended.