UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission File Number: 001-39701

INVO Fertility, Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada

20-4036208

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

5582 Broadcast Court
Sarasota, FL		34240
(Address of principal executive offices)		(Zip Code)

(978) 878-9505

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		IVF		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☒		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 20, 2025, the Registrant had 2,149,131 shares of common stock outstanding.

INVO FERTILITY, INC. FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025

TABLE OF CONTENTS

Item		Page Number
PART I. FINANCIAL INFORMATION

1.	Financial Statements (Unaudited):	4
	Consolidated Balance Sheet as of March 31, 2025 (Unaudited) and December 31, 2024	4
	Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024 (Unaudited)	5
	Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2025 and 2024 (Unaudited)	6
	Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (Unaudited)	7
	Notes to the Consolidated Financial Statements	8
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
3.	Quantitative and Qualitative Disclosures about Market Risks	38
4.	Controls and Procedures	38

PART II. OTHER INFORMATION

1.	Legal Proceedings	39
1A.	Risk Factors	39
2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
3.	Defaults Upon Senior Securities	39
4.	Mine Safety Disclosure	39
5.	Other Information	39
6.	Exhibits	40
	Signatures	41

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA

This Quarterly Report on Form 10-Q contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements may be identified by such forward-looking terminology as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” or the negative of these terms or other comparable terminology. Our forward-looking statements are based on a series of expectations, assumptions, estimates, and projections about our company, are not guarantees of future results or performance, and involve substantial risks and uncertainty. We may not actually achieve the plans, intentions, or expectations disclosed in these forward-looking statements. Actual results or events could differ materially from the plans, intentions, and expectations disclosed in these forward-looking statements. Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including the risks and uncertainties inherent in our statements regarding the following:

●	our business strategies;

●	the timing of regulatory submissions;

●	our ability to obtain and maintain regulatory approval of our existing product candidates and any other product candidates we may develop, and the labeling under any approval we may obtain;

●	risks relating to the timing and costs of clinical trials and the timing and costs of other expenses;

●	risks related to market acceptance of products;

●	the ultimate impact of a health epidemic on our business, our clinical trials, our research programs, healthcare systems or the global economy as a whole;

●	intellectual property risks;

●	risks associated with our reliance on third-party organizations;

●	our competitive position;

●	our industry environment;

●	our anticipated financial and operating results, including anticipated sources of revenues;

●	assumptions regarding the size of the available market, benefits of our products, product pricing and timing of product launches;

●	management’s expectation with respect to future acquisitions;

●	statements regarding our goals, intentions, plans, and expectations, including the introduction of new products and markets; and

●	our cash needs and financing plans.

All of our forward-looking statements are as of the date of this Quarterly Report on Form 10-Q only. In each case, actual results may differ materially from such forward-looking information. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties referred to in this Quarterly Report on Form 10-Q or included in our other public disclosures or our other periodic reports or other documents or filings filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”) could materially and adversely affect our business, prospects, financial condition and results of operations. Except as required by law, we do not undertake or plan to update or revise any such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates, or projections or other circumstances affecting such forward-looking statements occurring after the date of this Quarterly Report on Form 10-Q, even if such results, changes, or circumstances make it clear that any forward-looking information will not be realized. Any public statements or disclosures by us following this Quarterly Report on Form 10-Q that modify or impact any of the forward-looking statements contained in this Quarterly Report on Form 10-Q will be deemed to modify or supersede such statements in this Quarterly Report on Form 10-Q.

This Quarterly Report on Form 10-Q may include market data and certain industry data and forecasts, which we may obtain from internal company surveys, market research, consultant surveys, publicly available information, reports of governmental agencies, and industry publications, articles, and surveys. Industry surveys, publications, consultant surveys, and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. While we believe that such studies and publications are reliable, we have not independently verified market and industry data from third-party sources.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

INVO FERTILITY, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	March 31,			December 31,
	2025			2024
				(audited)
ASSETS
Current assets
Cash	$	840,407		$	741,396
Accounts receivable		173,614			174,881
Inventory		216,458			219,764
Prepaid expenses and other current assets		338,643			182,290
Total current assets		1,569,122			1,318,331
Property and equipment, net		451,247			466,684
Lease right of use		2,222,706			2,283,784
Intangible assets, net		17,899,556			18,103,931
Goodwill		8,890,624			23,535,693
Equity investments		710,855			740,759
Total assets	$	31,744,110		$	46,449,182
LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	4,785,477		$	5,713,956
Accrued compensation		1,866,241			2,122,930
Convertible notes payable – current portion, net		4,498,912			5,458,071
Notes payable – related parties, net		880,000			880,000
Deferred revenue		725,330			602,359
Lease liability, current portion		247,750			239,125
Additional payments for acquisition, current portion		5,000,000			2,500,000
Other current liabilities		715,245			410,000
Total current liabilities		18,718,955			17,926,441
Notes payable, net of current portion		1,086,132			1,128,713
Lease liability, net of current portion		2,124,736			2,189,555
Additional payments for acquisition, net of current portion		2,500,000			5,000,000
Total liabilities		24,429,823			26,244,709

Mezzanine equity
Series C-2 Preferred Stock $1,000.00 par value; 8,576 shares authorized; 4,576 and 8,576 issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		3,978,922			7,457,000

Stockholders’ equity
Series C-1 Preferred Stock, $1,000.00 par value; 30,375 shares authorized; 30,375 and 30,375 issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		30,375,000			30,375,000
Common Stock, $.0001 par value; 4,166,667 shares authorized; 746,227 and 373,021 issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		74			37
Additional paid-in capital		57,833,740			49,537,054
Accumulated deficit		(84,873,449	)		(67,164,618	)
Total stockholders’ equity		3,335,365			12,747,473
Total liabilities, mezzanine equity, and stockholders’ equity	$	31,744,110		$	46,449,182

The accompanying notes are an integral part of these consolidated financial statements.

INVO FERTILITY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	2025			2024
	For the Three Months
	Ended March 31,
	2025			2024

Revenue:
Clinic revenue	$	1,621,553		$	1,537,199
Product revenue		15,632			39,087
Total revenue		1,637,185			1,576,286
Operating expenses
Cost of revenue		1,044,929			850,234
Selling, general and administrative expenses		2,554,474			1,440,586
Research and development expenses		265,663			4,880
Loss on disposal of fixed assets		-			561,663
Impairment loss		14,645,069			-
Depreciation and amortization		234,462			226,960
Total operating expenses		18,744,597			3,084,323
Loss from operations		(17,107,412	)		(1,508,037	)
Other income (expense):
Gain (loss) from equity method joint ventures		15,096			104
Gain on lease termination		-			94,551
Interest expense		(311,270	)		(181,295	)
Total other income (expense)		(296,174	)		(86,640	)
Net loss before income taxes		(17,403,586	)		(1,594,677	)
Income taxes		-			1,836
Net loss	$	(17,403,586	)	$	(1,596,513	)

Net loss per common share:
Basic	$	(12.53	)	$	(7.55	)
Diluted	$	(12.53	)	$	(7.55	)
Weighted average number of common shares outstanding:
Basic		1,389,141			211,329
Diluted		1,389,141			211,329

The accompanying notes are an integral part of these consolidated financial statements.

INVO FERTILITY, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Total			Shares		Amount
	Stockholders’ Equity																									Mezzanine Equity
	Common Stock					Series A Preferred Stock			Series B Preferred Stock				Series C-1 Preferred Stock				Additional Paid-in		Accumulated							Series C-2 Preferred Stock
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Total			Shares		Amount
Balances, December 31, 2023		207,711	$	20		-	$	-		1,200,000	$	6,000,000		-	$	-	$	52,710,950	$	(57,818,145	)	$	892,825			-	$	-
Common stock issued to directors and employees		-		-		-		-		-		-		-		-		92		-			92			-		-
Common stock issued for services		10,459		1		-		-		-		-		-		-		142,449		-			142,450			-		-
Preferred stock issued		-		-		100,000		500,000		-		-		-		-		-		-			500,000			-		-
Stock options issued to directors and employees as compensation		-		-		-		-		-		-		-		-		71,301		-			71,301			-		-
Net Loss		-		-		-		-		-		-		-		-		-		(1,596,513	)		(1,596,513	)		-		-
Balances, March 31, 2024		218,170	$	21		100,000	$	500,000		1,200,000	$	6,000,000		-		-	$	52,924,792	$	(59,414,658	)	$	10,155			-		-

Balances, December 31, 2024		373,021	$	37		-	$	-		-	$	-		30,375		30,375,000	$	49,537,054	$	(67,164,618	)	$	12,747,473			8,576		7,457,000
Balances		373,021	$	37		-	$	-		-	$	-		30,375		30,375,000	$	49,537,054	$	(67,164,618	)	$	12,747,473			8,576		7,457,000
Common stock issued, net of fees and expenses		217,634		22		-		-		-

SEC Form 10-Q filed by INVO Fertility Inc.