Private Placement (Form 8-K)

Item 3.02. Unregistered Sales of Equity Securities.

On September 8, 2025, an institutional investor and existing holder (the "Holder") of Series C-2 Convertible Preferred Stock (the "C-2 Preferred") of INVO Fertility, Inc. (the "Company") exercised its Additional Investment Right (as defined in that certain Securities Purchase Agreement (as amended, the "Securities Purchase Agreement"), dated as of January 3, 2024, between the Holder and NAYA Therapeutics Inc. (formerly known as NAYA Biosciences, Inc.), to which the Company became a party pursuant to a joinder agreement (the "Joinder Agreement") on October 11, 2024), to acquire 200 shares of C-2 Preferred, with an aggregate stated value of $200,000, for $200,000 in cash. As a result of the exercise, the conversion price on the C-2 Preferred adjusted to $0.7362 per share. The C-2 Preferred issued pursuant to this exercise were sold and issued, and the shares of common stock issuable thereunder will be sold and issued, without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and/or Rule 506 promulgated under the Securities Act.

To the extent required by Item 3.02 of Form 8-K, the information contained in Item 1.01 of the Current Report on Form 8-K filed on July 1, 2025 is incorporated herein by reference.