UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

INVO FERTILITY, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 2(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

INVO Fertility, Inc.

5582 Broadcast Court

Sarasota, Florida 34240

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on July 23, 2026

To the Stockholders of INVO Fertility, Inc.:

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of INVO Fertility, Inc., a Nevada corporation (the “Company,” “IVF,” “we,” “us,” or “our”), will be held virtually on July 23, 2026 at 12:00 p.m. Eastern Time. The Annual Meeting will be held virtually at www.virtualshareholdermeeting.com/INVO2026. At the Annual Meeting, the holders of our outstanding common stock will act on the following matters:

	1.	To elect five directors to the Board of Directors (the “Board”) of the Company (the “Director Election Proposal”);

	2.	The ratification of the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the fiscal year ended December 31, 2026 (the “Auditor Ratification Proposal”);

	3.	The approval of an amendment to our Amended and Restated Articles of Incorporation to increase the number of authorized shares of our common stock from 50,000,000 to 250,000,000 (the “Common Stock Increase Proposal”);

	4.	The issuance, in accordance with Nasdaq Listing Rule 5635, of (a) our common stock, upon exercise of outstanding warrants issued pursuant to an inducement letter agreement dated January 28, 2026 (the “Inducement Warrants”), and (b) any additional shares of our common stock due to an adjustment event pursuant to the terms of the Inducement Warrants (the “Inducement Warrant Exercise Proposal”);

	5.	The approval of a fifth amendment and restatement of our 2019 Stock Incentive Plan to increase the number of shares of our common stock available for issuance thereunder to a total amount of 1,000,000, equal to approximately 20% of the total of our total issued and outstanding stock on a fully-diluted basis (the “Plan Amendment Proposal”);

	6.	The approval, in accordance with Nasdaq Listing Rule 5635(d), of a potential issuance of more than 20% or more of our outstanding common stock in a future equity financing at prices below the lower of (i) the Nasdaq Official Closing Price immediately preceding the signing of the binding agreement, or (ii) the average Nasdaq Official Closing Price of the Common Stock for the five trading days immediately preceding the signing of the binding agreement (the “Future Equity Financing Proposal”)

	7.	The approval of any adjournments of the Annual Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Annual Meeting to approve the Director Election Proposal or the Inducement Warrant Exercise Proposal or to establish a quorum (the “Adjournment Proposal”);

	8.	To conduct any other business properly brought before the Annual Meeting or any continuation, postponement, or adjournment thereof.

These items of business are more fully described in the Proxy Statement accompanying this Notice. The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively on the Internet. The record date for the Annual Meeting is June 18, 2026. Only stockholders of record at the close of business on that date are entitled to notice of and to vote at the meeting or any adjournment thereof.

Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting

to Be Held Virtually on July 23, 2026 at 12:00 p.m. (ET) virtually via the Internet at www.virtualshareholdermeeting.com/INVO2026.

The proxy statement and Annual Report on Form 10-K
are available at www.proxyvote.com.

By Order of the Board of Directors,

/s/ Steven Shum
Steven Shum
Chief Executive Officer and Director
Sarasota, Florida

June [●], 2026

You are cordially invited to attend the meeting virtually via the Internet. Whether or not you expect to attend the meeting, please complete, date, sign and return the enclosed proxy, or vote by phone or online as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. A return envelope (which is postage prepaid if mailed in the United States) has been provided for your convenience. Even if you have voted by proxy, you may still vote via the Internet at the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

TABLE OF CONTENTS

IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING	1

MATTERS TO BE VOTED ON	10

PROPOSAL 1 – DIRECTOR ELECTION PROPOSAL	10

PROPOSAL 2 – AUDITOR RATIFICATION PROPOSAL	12

PROPOSAL 3 – COMMON STOCK INCREASE EXERCISE PROPOSAL	14

PROPOSAL 4 – INDUCEMENT WARRANT EXERCISE PROPOSAL	16

PROPOSAL 5 – PLAN AMENDMENT PROPOSAL	18

PROPOSAL 6 – FUTURE EQUITY FINANCING PROPOSAL	27

PROPOSAL 7 – ADJOURNMENT PROPOSAL	30

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	31

EXECUTIVE OFFICERS	35

EXECUTIVE AND DIRECTOR COMPENSATION	36

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS	43

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	44

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	46

OTHER MATTERS	47

5582 Broadcast Court

Sarasota, Florida 34240

(978) 878-9505

PROXY STATEMENT

2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Held Virtually on July 23, 2026

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Q.	Why did I receive these proxy materials?

A.	We are sending you these proxy materials because our board of directors (the “Board”) is soliciting your proxy to vote at the Annual Meeting. You are invited to attend the Annual Meeting virtually via the Internet to vote on the proposals described in this proxy statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card, or follow the instructions below to submit your proxy by phone or online. We intend to begin mailing this proxy statement, the attached notice of Annual Meeting, and the enclosed proxy card, on or about June 24, 2026 to all stockholders of record entitled to vote at the Annual Meeting. Only stockholders who owned our common stock on June 18, 2026 are entitled to vote at the Annual Meeting.

Q.	How do I attend the Annual Meeting?

A.	The Annual Meeting will be held on July 23, 2026 at 12:00 p.m. (ET) virtually via the Internet. The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively online at www.virtualshareholdermeeting.com/INVO2026. Information on how to vote at the Annual Meeting is discussed below.

Q.	Who can vote at the Annual Meeting?

A.	Only stockholders of record as of the close of business on June 18, 2026 (the “Record Date”) will be entitled to notice of, and to vote at, the Annual Meeting. A list of stockholders eligible to vote at the Annual Meeting is available for inspection at any time up to the Annual Meeting. If you would like to inspect the list, please call our Corporate Secretary at (978) 878-9505 to arrange a visit to our offices.

Stockholder of Record: Shares Registered in Your Name

If on June 18, 2026 your shares were registered directly in your name without Transfer Online, Inc. (“Transfer Online”), then you are a stockholder of record. As a stockholder of record, you may vote via the Internet at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to fill out and return the enclosed proxy card or vote by proxy by phone or online as instructed below to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on June 18, 2026 your shares were not held in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You may vote via the Internet at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to fill out and return the enclosed proxy card or vote by proxy by phone or online as instructed below to ensure your vote is counted.

Q.	What is the purpose of the annual meeting?

A.	At the annual meeting, stockholders will consider and vote on the following matters:

	1.	To elect five directors to the Board of Directors (the “Board”) of the Company (the “Board Election Proposal”);

	2.	The ratification of the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the fiscal year ended December 31, 2026 (the “Auditor Ratification Proposal”);

	3.	The approval of an amendment to our Amended and Restated Articles of Incorporation to increase the number of authorized shares of our common stock from 50,000,000 to 250,000,000 (the “Common Stock Increase Proposal”);

	4.	The issuance, in accordance with Nasdaq Listing Rule 5635, of (a) our common stock, upon exercise of outstanding warrants issued pursuant to an inducement letter agreement dated January 28, 2026 (the “Inducement Warrants”), and (b) any additional shares of our common stock due to an adjustment event pursuant to the terms of the Inducement Warrants (the “Inducement Warrant Exercise Proposal”);

	5.	The approval of a fifth amendment and restatement of our 2019 Stock Incentive Plan (the “Plan”) to increase the number of shares of our common stock available for issuance thereunder to a total amount of 1,000,000, equal to approximately 20% of the total of our total issued and outstanding stock on a fully-diluted basis (the “Plan Amendment Proposal”);

	6.	The approval, in accordance with Nasdaq Listing Rule 5635(d), of a potential issuance of more than 20% or more of our outstanding common stock at prices below the lower of (i) the Nasdaq Official Closing Price immediately preceding the signing of the binding agreement, or (ii) the average Nasdaq Official Closing Price of the Common Stock for the five trading days immediately preceding the signing of the binding agreement (the “Future Equity Financing Proposal”)

	7.	The approval of any adjournments of the Annual Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Annual Meeting to approve the Director Election Proposal or the Inducement Warrant Exercise Proposal or to establish a quorum (the “Adjournment Proposal”); and

	8.	To conduct any other business properly brought before the Annual Meeting or any continuation, postponement or adjournment thereof.

As of the date of this proxy statement, we are not aware of any business to come before the meeting other than the items noted above.

Q.	What if another matter is properly brought before the Annual Meeting?

A.	Our Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the person named as proxy in the proxy card intends to vote the proxies (which confer discretionary authority to vote on such matters) in accordance with his judgment on the matter.

Q.	How do I vote?

A.	The procedures for voting are:

The answer depends on whether you own your shares of common stock directly (that is, you hold shares that show your name as the registered stockholder) or if your shares are held in a brokerage account or by another nominee holder.

Q.	If you own your shares directly (i.e., you are a “registered stockholder”):

A.	Your proxy is being solicited directly by us, and you can (1) vote via the Internet at the Annual Meeting, (2) vote by proxy using the enclosed proxy card, (3) vote by proxy online or (4) vote by proxy by phone. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote via the Internet even if you have already voted by proxy

If you wish to vote by mail, please do the following: (i) sign and date the proxy card, (ii) mark the boxes indicating how you wish to vote, and (iii) return the proxy card in the prepaid envelope provided. If you sign your proxy card but do not indicate how you wish to vote, the proxy will vote your shares “FOR ALL” of the five nominees for director, “FOR” the ratification of WithumSmith+Brown, PC as independent auditors for the year ending December 31, 2026, “FOR” increasing the number of authorized shares, “FOR” the issuance of our common stock upon conversion of the Inducement Warrants, and any additional shares of our common stock due to an adjustment event pursuant to the terms of the Inducement Warrants, “FOR” the potential issuance of 20% or more of our outstanding Common Stock at prices below the Minimum Price in a future equity financing, “FOR” increasing the number of shares of common stock available for issuance under the Plan, “FOR” adjourning the Annual Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Annual Meeting to approve the Director Election Proposal or the Inducement Warrant Exercise Proposal or to establish a quorum, and in his discretion on any other matter that properly comes before the Annual Meeting. Unsigned proxy cards will not be counted.

If you wish to vote over the Internet, go to www.proxyvote.com. Use the Internet to transmit your voting instructions until 11:59 p.m. Eastern Time on July 21, 2026. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. There may be costs associated with electronic access, such as usage charges from Internet access providers that must be paid by the stockholder. The Internet voting procedures are designed to authenticate a stockholder’s identity to allow a stockholder to vote his, her or its shares and confirm that his, her or its instructions have been properly recorded. Voting over the Internet authorizes the named proxy to vote your shares in the same manner as if you had submitted a validly executed proxy card.

If you wish to vote by telephone, you may vote by calling 1-800-690-6903.

If you wish to vote at the Annual Meeting, go to www.virtualshareholdermeeting.com/INVO2026 and enter the 16-digit control number provided with your proxy materials. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required to attend.

Q.	If you hold your shares through a broker, bank, or other nominee:

If you are the beneficial owner of shares held in street name through a bank, broker or other nominee, you may not vote your shares at the Annual Meeting unless you obtain a “legal proxy” from the bank, broker or nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting. A voting instruction card has been provided to you by your broker, bank or other nominee describing how to vote your shares. If you receive a voting instruction card, you can vote by completing and returning the voting instruction card. Please be sure to mark your voting choices on your voting instruction card before you return it. You may also be able to vote via the Internet or by telephone. Please refer to the instructions provided with your voting instruction card for information about voting. See also “Will my shares be voted if I do not return my proxy?” below.

Q.	How many votes do I have?

A.	On each matter to be voted upon, you have one vote for each common share you own as of June 18, 2026.

Q.	Will my shares be voted if I do not return my proxy?

A.	If your shares are registered directly in your name, your shares may not be voted if you do not vote by returning your proxy by mail, over the phone or over the Internet before the Annual Meeting or in person at the Annual Meeting.

If your shares are held in “street name,” your brokerage firm, bank or other nominee may, under certain circumstances, vote your shares if you do not timely return your voting instructions. Brokers, banks or other nominees can vote their customers’ unvoted shares on discretionary matters but cannot vote such shares on non-discretionary matters. If you do not timely return voting instructions to your brokerage firm, bank or other nominee to vote your shares, your brokerage firm, bank or other nominee may, on discretionary matters, either vote your shares or leave your shares unvoted.

Q.	Who is paying for this proxy solicitation?

A.	We will pay for the entire cost of soliciting proxies. We will reimburse brokerage firms and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and other materials to our stockholders. Our officers and other employees may solicit proxies in person or by telephone but will receive no special compensation for doing so.

Q.	What does it mean if I receive more than one set of proxy materials?

A.	If you receive more than one set of proxy materials, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the proxy cards in the proxy materials to ensure that all of your shares are voted.

Q.	What if I want to change my vote or revoke my proxy?

A.	If your shares are registered directly in your name, you may revoke your proxy and change your vote at any time before the Annual Meeting. To do so, you must do one of the following:

	1.	Vote over the Internet as instructed above. Only your latest Internet vote is counted. You may not revoke or change your vote over the Internet after 11:59 p.m. Eastern Time on July 23, 2026.

	2.	Sign a new proxy and submit it by mail to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 who must receive the proxy card no later than July 23, 2026. Only your latest dated proxy will be counted.

	3.	You may attend the Annual Meeting and vote via the Internet. Simply attending the Annual Meeting will not, by itself, revoke your proxy.

	4.	Give our Corporate Secretary written notice before or at the Annual Meeting that you want to revoke your proxy.

If your shares are held in “street name,” you may submit new voting instructions with a later date by contacting your bank, brokerage firm, or other nominee. You may also vote electronically at the Annual Meeting, which will have the effect of revoking any previously submitted voting instructions, if you obtain a broker’s legal proxy as described in the answer to the question “How do I vote my shares?” above.

Q.	When are stockholder proposals and director nominations due for the 2027 Annual Meeting?

A.	To be considered for inclusion in next year’s proxy materials, stockholder proposals must be submitted in writing in accordance with the procedures in Rule 14a-18 of the Exchange Act to our Corporate Secretary at 5582 Broadcast Court, Sarasota, FL 34240. Since the date of the 2027 annual meeting of stockholders may change by more than 30 days from the anniversary of our 2026 annual meeting, such proposals must be received by us by a reasonable time before we begin to print and send our proxy materials. Upon receipt of any such proposal, we will determine whether or not to include such proposal in the proxy statement and proxy card in accordance with regulations governing the solicitation of proxies. If you wish to nominate an individual for election at, or bring business other than through a stockholder proposal before the 2027 Annual Meeting, you must deliver your notice to our Corporate Secretary at the address above between or mailed and received at the principal executive offices of the corporation not later than the close of business on the sixtieth (60th) day nor earlier than the close of business on the ninetieth (90th) day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than thirty (30) days from the date contemplated at the time of the previous year’s proxy statement, notice by the stockholder to be timely must be so received not earlier than the close of business on the ninetieth (90th) day prior to such annual meeting and not later than the close of business on the later of the sixtieth (60th) day prior to such annual meeting or, in the event public announcement of the date of such annual meeting is first made by the corporation fewer than seventy (70) days prior to the date of such annual meeting, the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the corporation. Your notice to the Corporate Secretary must set forth information specified in our bylaws, including your name and address and the class and number of our common shares that you beneficially own. If you propose to bring business before an annual meeting other than a director nomination, your notice must also include, as to each matter proposed, the following: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) your name and address, (iii) the class and number of shares of the corporation which you beneficially own, (iv) any material interest that you have in your proposal, and (v) any other information that you are required to be provided pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). If you propose to nominate an individual for election as a director, your notice must also include, as to each proposed nominee: (i) her or his name, age, business address and residence address, (ii) her or his principal occupation or employment, (iii) the class and number of shares of our share capital that are owned of record or beneficially by her or him, (iv) the date or dates on which the shares were acquired and the investment intent of the acquisition, and (v) any other information concerning the proposed nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such proposed nominee in a contested election (even if a contested election is not involved), or that is otherwise required to be disclosed pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated under the Exchange Act, including the proposed nominee’s written consent to being named as a nominee and to serving as a director if elected. We may require any proposed nominee to furnish other information as we may reasonably require to determine the eligibility of the proposed nominee to serve as an independent director or that could be material to a reasonable stockholder’s understanding of the independence, or lack of independence, of the proposed nominee.

The Board strives in its membership profile to have a mix of backgrounds and expertise that enhances the ability of the directors collectively to understand the issues facing the Company and to fulfill the responsibilities of the Board and its committees. It is the policy of the Board that nominees reflect the following characteristics:

●

Each director must at all times exhibit high standards of integrity, commitment, and independence of thought and judgment.

●

The Board as a whole will contain a range of talent, skill, and expertise sufficient to provide sound and prudent guidance with respect to all of the Company’s operations and interests, which may include experience at senior levels in public companies, leadership positions in the life sciences, healthcare or public-health fields, science or technology backgrounds and financial expertise.

	●	Each director should exhibit confidence and a willingness to express ideas and engage in constructive discussion with other Board members, Company management, and all relevant persons.

	●	Each director should be willing and able to devote sufficient time, energy, and attention to the affairs of the Company.

	●	Each director should actively participate in the decision-making process, be willing to make difficult decisions in the best interest of the Company and its stockholders, and demonstrate diligence and faithfulness in attending Board and committee meetings.

	●	Each director should be free of any conflict of interest that would impair the director’s ability to fulfill the responsibilities of a Member of the Board.

	●	No director shall be employed by, or serve on the board of, any present or potential competitor of the Company.

The Board is committed to having diverse individuals from different backgrounds with varying perspectives, professional experience, education and skills serving as members of the Board. The Board believes that a diverse membership with a variety of perspectives and experiences is an important feature of a well-functioning board.

Q.	How are votes counted?

A.	Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count votes, broker non-votes and any abstentions for each of the proposals.

Q.	What is a Broker Non-Vote?

A “broker non-vote” occurs when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at their discretion. Broker non-votes will not be included in the tabulation of the voting results of any of the “non-discretionary” proposals and, therefore, will have no effect on such proposals.

Q.	What is a quorum?

The holders of one-third of the 1,786,035 shares of common stock outstanding as of the Record Date, either present or represented by proxy, constitute a quorum. A quorum is necessary in order to conduct the Annual Meeting. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the Annual Meeting. If you choose to have your shares represented by proxy at the Annual Meeting, you will be considered part of the quorum. Broker non-votes and abstentions will be counted as present for the purpose of establishing a quorum. If a quorum is not present by attendance at the Annual Meeting or represented by proxy, the stockholders present by attendance at the meeting or by proxy may adjourn the Annual Meeting until a quorum is present.

Q.	How many shares do the affiliates, directors, and officers of the Company beneficially own, and how do they plan to vote their shares?

A.	Directors and executive officers, who, as of the Record Date, had beneficial ownership (or had the right to acquire beneficial ownership within sixty days following the Record Date) of approximately 0.43% of our outstanding voting capital and are expected to vote in favor of all five directors to the Board, to vote in favor of the ratification of WithumSmith+Brown, PC as independent auditor, to vote in favor of increasing the number of authorized shares, to vote in favor of the issuance of our common stock upon exercise of a warrant issued to a certain investor pursuant to an inducement letter agreement, to vote in favor of increasing the number of shares of common stock available for issuance under the Plan, to vote in favor of the issuance of our common stock in a future equity financing, and to approve the adjournment of the Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if necessary.

Q.	How can I find out the results of the voting at the Annual Meeting?

A.	Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be announced in a current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to announce preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to announce the final results.

Q.	What proxy materials are available on the internet?

A.	The proxy statement and our Annual Report on Form 10-K are available at www.proxyvote.com, in the “Important Materials” section.

Q.	What vote is required to approve each matter, and how are votes counted?

Proposal 1 – Board Election Proposal

Directors are elected by a plurality of the votes of the shares present in person or represented by proxy and entitled to vote on the election of directors, and which did not abstain. Accordingly, for Proposal 1, the nominees receiving the highest number of votes cast for the number of positions to be filled are elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of each of the five nominees named below Broker non-votes will have no effect on the voting on Proposal 1.

You may:

	●	vote FOR all nominees;

	●	vote FOR one or more nominees and WITHHOLD your vote from the other nominee or nominees; or

	●	WITHHOLD your vote from all nominees.

Votes that are withheld will not be included in the vote tally for the election of directors and will not affect the vote results.

Proposal 2 — Auditor Ratification Proposal

The affirmative vote of the stockholders representing a majority of the votes cast at the Annual Meeting on the matter is required ratify WithumSmith+Brown, PC as our independent registered public accounting firm for the year ended December 31, 2026. If your shares are held by a bank, broker or other nominee and you do not timely provide voting instructions with respect to your shares, we expect that your bank, broker or other nominee will have the authority to vote your shares on Proposal 2. If you vote to ABSTAIN on Proposal 2, your shares will not be voted FOR or AGAINST the proposal. As a result, voting to ABSTAIN will have no effect on the voting on Proposal 2.

Proposal 3 – Common Stock Increase Proposal

The affirmative vote of the stockholders representing a majority of the votes cast at the Annual Meeting on the matter is required to approve Proposal 3. If your shares are held by a bank, broker or other nominee and you do not timely provide voting instructions with respect to your shares, we expect that your bank, broker or other nominee will not have the authority to vote your shares on Proposal 3. If you vote to ABSTAIN on Proposal 3, your shares will not be voted FOR or AGAINST the proposal. As a result, voting to ABSTAIN will have no effect on the voting on Proposal 3.

Proposal 4 — Inducement Warrant Exercise Proposal

The affirmative vote of the stockholders representing a majority of the votes cast on the matter is required to approve Proposal 4. Shares held in street name by a bank, broker or other nominee who indicate on their proxies that they do not have authority to vote the shares on Proposal 4 will not be counted as votes FOR or AGAINST Proposal 4 and will be treated as broker non-votes. Broker non-votes will have no effect on the voting on Proposal 4. If you vote to ABSTAIN on Proposal 4, your shares will not be voted FOR or AGAINST the proposal and will also not be counted as votes cast of shares voting on Proposal 4. As a result, voting to ABSTAIN will have no effect on the voting on Proposal 4.

Proposal 5 — Plan Amendment Proposal

The affirmative vote of the stockholders representing a majority of the votes cast on the matter is required to approve Proposal 5. Shares held in street name by a bank, broker or other nominee who indicate on their proxies that they do not have authority to vote the shares on Proposal 5 will not be counted as votes FOR or AGAINST Proposal 5 and will be treated as broker non-votes. Broker non-votes will have no effect on the voting on Proposal 5. If you vote to ABSTAIN on Proposal 5, your shares will not be voted FOR or AGAINST the proposal and will also not be counted as votes cast of shares voting on Proposal 5. As a result, voting to ABSTAIN will have no effect on the voting on Proposal 5.

Proposal 6 — Future Equity Financing Proposal

The affirmative vote of the stockholders representing a majority of the votes cast on the matter is required to approve Proposal 6. Shares held in street name by a bank, broker or other nominee who indicate on their proxies that they do not have authority to vote the shares on Proposal 6 will not be counted as votes FOR or AGAINST Proposal 6 and will be treated as broker non-votes. Broker non-votes will have no effect on the voting on Proposal 6. If you vote to ABSTAIN on Proposal 6, your shares will not be voted FOR or AGAINST the proposal and will also not be counted as votes cast of shares voting on Proposal 6. As a result, voting to ABSTAIN will have no effect on the voting on Proposal 6.

Proposal 7 — Adjournment Proposal

The affirmative vote of the stockholders representing a majority of the votes cast on the matter is required to approve Proposal 7; provided, that in the absence of a quorum, the affirmative vote of the holders of a majority of the shares represented thereat is required for Proposal 7. If your shares are held by a bank, broker or other nominee and you do not timely provide voting instructions with respect to your shares, we expect that your bank, broker or other nominee will have the authority to vote your shares on Proposal 7. Votes to ABSTAIN will have no effect with respect to the vote on Proposal 7 (assuming the presence of a quorum), or, in the absence of a quorum, will have the same effect as a vote “AGAINST” Proposal 7.

Q.	Who will count the vote?

A.	The votes will be counted, tabulated, and certified by Transfer Online, Inc.

Q.	How does the board of directors recommend that I vote on the proposals?

A.	Our board of directors recommends that you vote:

FOR the election of all nominees to serve as directors;

FOR the ratification of the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the fiscal year ended December 31, 2026;

FOR increasing the number of authorized shares;

FOR the issuance of our common stock upon conversion of the Inducement Warrants and any additional shares of our common stock due to an adjustment event pursuant to the terms of the Inducement Warrants;

FOR increasing the number of shares of common stock available for issuance under the Plan:

FOR the potential issuance of 20% or more of our outstanding Common Stock at prices below the Minimum Price in a future equity financing; and

FOR adjourning the Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies;

Q.	Are there other matters to be voted on at the annual meeting?

A.	We do not know of any matters that may come before the annual meeting other than Proposals 1, 2, 3, 4, 5, 6, and 7. If any other matters are properly presented at the annual meeting, the persons named in the accompanying proxy intend to vote or otherwise act in accordance with their judgment on the matter.

Q.	What are the costs of soliciting these proxies?

A.	We will bear the cost of soliciting proxies. We have retained Laurel Hill Advisory Group LLC to assist us in the solicitation of proxies in connection with the Annual Meeting. The Company expects to pay Laurel Hill a fee of up to $13,000, plus variable call charges and reimbursement of out-of-pocket expenses. In addition to solicitation by mail, our directors, officers, and employees may solicit proxies by telephone, e-mail, facsimile, and in person without additional compensation. We may reimburse brokers or persons holding stock in their names, or in the names of their nominees, for their expenses in sending proxies and proxy material to beneficial owners.

Implications of Being a Smaller Reporting Company

We are a “smaller reporting company,” meaning that the market value of our stock held by non-affiliates is less than $700.0 million, and our annual revenue was less than $100.0 million during our most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250.0 million or (ii) our annual revenue was less than $100.0 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700.0 million. As a smaller reporting company, we may rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and smaller reporting companies have reduced disclosure obligations regarding executive compensation.

MATTERS TO BE VOTED ON

Proposal 1: Election of Directors

Our Board currently has five members, whose terms of office expire at the Annual Meeting. The Board has nominated Mr. Trent Davis, Ms. Rebecca Messina, Ms. Barbara Ryan, Mr. Steven Shum and Mr. Matthew Szotfor election, each of whom is presently a director. If re-elected at the Annual Meeting, each of these nominees will serve until the next annual meeting and until her or his successor has been duly elected and qualified, or, if sooner, until her or his death, resignation or removal. It is the Company’s policy to invite and encourage directors and director nominees to attend the Annual Meeting.

If any of the nominees become unavailable for election as a result of an unexpected occurrence, shares that would have been voted for such nominee will instead be voted for the election of a substitute nominee that the Board proposes. Each person nominated for election has agreed to serve if elected. We have no reason to believe that any of the nominees will be unable to serve.

NOMINEES FOR DIRECTORS

Our directors seek to assemble a Board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct the Company’s business. To that end, the Board has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Board views as critical to its effective functioning. The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or nominee that led the Board to believe that he or she should continue to serve on the Board. However, each of the members of the Board may have a variety of reasons why he or she believes a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members.

On the recommendation of the Nominating and Governance Committee, our Board has nominated Mr. Trent Davis, Ms. Rebecca Messina, Ms. Barbara Ryan, Mr. Steven Shum and Mr. Matthew Szot for election, each of whom is presently a director. Our Board believes that the election or reelection of each director nominee identified above is advisable and in the best interests of the Company and our stockholders.

Trent Davis. Mr. Davis, 58, has been a member of our Board since December 2019 Mr. Davis also serves as the Chairman of our Nominating and Corporate Governance Committee, a position he has held since November 2020. In addition, Mr. Davis is currently CEO of Paulson Investment Company, LLC, a boutique investment firm that specializes in private equity offerings of small and mid-cap companies. From December 2014 to December 2018, Mr. Davis was President and Chief Operating Officer of Whitestone Investment Network, Inc., which provides executive advisory services and also restructures, recapitalizes and makes strategic investments in small to midsize companies. Mr. Davis currently serves as a director of WF International Limited (Nasdaq: WXM), a provider of commercial HVAC, floor heating, and water purification solutions. From March 2018 to November 2025, Mr. Davis served as a director of Senmiao Technology Limited (Nasdaq: AIHS), an online lending platform in China. From August 2016 to August 2019, Mr. Davis served as director of Eastside Distilling, Inc. (Nasdaq: EAST), and from July 2015 to April 2017, he served as director of Dataram Corporation (Nasdaq: DRAM). Mr. Davis helped to successfully complete the reverse merger between Dataram and U.S. Gold Corp (Nasdaq: USAU), a gold exploration and development company. From December 2014 to July 2015, Mr. Davis served as Chairman of the Board of Majesco Entertainment Company (Nasdaq: COOL). Mr. Davis also served as director and President of Paulson Capital Corp. (Nasdaq: PLCC) from November 2013 to July 2014, when Paulson Capital Corp. completed a reverse merger with VBI Vaccines, Inc. (Nasdaq: VBIV). Mr. Davis continued to serve on the board and the audit committee of VBI until May 2016. Prior to serving on the board of Paulson Capital Corp., Mr. Davis served as the Chief Executive Officer of its subsidiary, Paulson Investment Company, LLC, where he oversaw he syndication of approximately $600 million of investment in over 50 client companies in both public and private transactions. In 2003, Mr. Davis served as Chairman of the Board of the National Investment Banking Association. Mr. Davis holds a B.S. in Business and Economics from Linfield College and an M.B.A. from the University of Portland. Mr. Davis is qualified to serve on the Board because of his deep knowledge of finance and public company issues, capital market, advisory and entrepreneurial experiences, and extensive expertise in operational and executive management. We believe that Mr. Davis is qualified to serve as a member of our board of directors because of his experience and knowledge of corporate finance, mergers and acquisitions, corporate governance, as well as other operational, financial and accounting matters gained as a past and present executive officer and/or director of other public and private companies.

Rebecca Messina. Ms. Messina, 53, has been a member of our Board since April 2021. Ms. Messina also serves as a member of our Audit Committee, a position she has held since August 2022. Ms. Messina is currently a senior advisor at McKinsey & Company, a position she has held since 2019. From 2018 to 2019, Ms. Messina served as Global Chief Marketing Officer for Uber Technologies, Inc. and from 2016 to 2018, Ms. Messina served as Senior Vice President, Global Chief Marketing Officer for Beam Suntory. Prior to that, Ms. Messina spent 22 years with The Coca-Cola Company in various roles of increasing responsibility, serving as Senior Vice President, Marketing & Innovation, Ventures & Emerging Brands from 2014-2016. Ms. Messina is currently a director for each of Vive Organics, Archer Boose, Make-A-Wish Foundation Bartesian, Outdoor Voices and Mobile Marketing Association, all private companies. Ms. Messina received her Bachelor of Arts from Miami University of Ohio in 1994. We believe that Ms. Messing is qualified to serve as a member of our board of directors because of her experience and knowledge of corporate finance, mergers and acquisitions, corporate governance, as well as other operational, financial and accounting matters gained as a past and present executive officer and/or director of other public and private companies.

Barbara Ryan. Ms. Ryan, 66, has been a member of our Board, a member of the Audit Committee and Nominating and Governance Committee since September 2020 and the Chairwoman of the Compensation Committee since May 2024. Ms. Ryan founded Barbara Ryan Advisors, a capital markets and communications firm, in 2012 following a more than 30-year career on Wall Street as a sell-side research analyst covering the US Large Cap Pharmaceutical Industry. Ms. Ryan has deep experience in equity and debt financings, M&A, valuation, SEC reporting, financial analysis and corporate strategy across a broad range of life sciences companies. Ms. Ryan worked on several of the industry’s largest M&A transactions; Shire’s defense versus a hostile takeover attempt by Abbvie, Shire’s takeover of Baxalta, Allergan’s defense against Valeant and Perrigo’s defense versus Mylan. Ms. Ryan served as an executive team member and on the disclosure committee for Radius Health from January 2014 to December 2017 and played a critical role in the company’s IPO and subsequent follow on offerings which raised over $1 billion. Previously, Ms. Ryan was a Managing Director at Deutsche Bank/Alex Brown and Head of the company’s Pharmaceutical Research Team for 19 years and began her research career covering the pharmaceutical industry at Bear Stearns in 1982. Ms. Ryan also covered the drug wholesalers and PBMs and was the lead analyst on many high-profile IPO’s including Express Scripts, PSSI, and Henry Schein. Ms. Ryan currently serves as a director on the Board of Indivior Pharmaceuticals, Inc. where she Chairs the Compensation Committee, MiNK Therapeutics where she Chairs the Audit Committee, Safecor Health, and Azitra Inc. as well as The Red Door Community (formerly Gilda’s Club NYC), a non-profit organization. Ms. Ryan is the Founder of Fabulous Pharma Females, a non-profit whose mission is to advance women in the biopharma industry, is a member of the Editorial Advisory Board of Pharmaceutical Executive Magazine, and a Faculty member of the GLG Institute.

Steven M. Shum. Mr. Shum, 55, is our Chief Executive Officer, a position he has held since October 10, 2019 and is also a director, a position he has held since October 11, 2017. Previously, Mr. Shum was Interim Chief Executive Officer (from May 2019 to October 7, 2019) and Chief Financial Officer of Eastside Distilling (Nasdaq: ESDI) (from October 2015 to August 2019). Prior to joining Eastside, Mr. Shum served as an Officer and Director of XZERES Corp, a publicly traded global renewable energy company, from October 2008 until April 2015 in various officer roles, including Chief Operating Officer from September 2014 until April 2015, Chief Financial Officer, Principal Accounting Officer and Secretary from April 2010 until September 2014 (under former name, Cascade Wind Corp) and Chief Executive Officer and President from October 2008 to August 2010. Mr. Shum also serves as the managing principal of Core Fund Management, LP and the Fund Manager of Core Fund, LP. He was a founder of Revere Data LLC (now part of Factset Research Systems, Inc.) and served as its Executive Vice President for four years, heading up the product development efforts and contributing to operations, business development, and sales. He spent six years as an investment research analyst and portfolio manager of D.N.B. Capital Management, Inc. His previous employers include Red Chip Review and Laughlin Group of Companies. He earned a B.S. in Finance and a B.S. in General Management from Portland State University in 1992. Mr. Shum currently serves as a director of Expion360 (Nasdaq: XPON) and CalEthos Inc. (OTC: GEDC). We believe that Mr. Shum is qualified to serve as a member of our board of directors because of his experience and knowledge of corporate finance, mergers and acquisitions, corporate governance, as well as other operational, financial and accounting matters gained as our current chief executive officer and past chief executive officer and chief financial officer and director of other public and private companies.

Matthew Szot. Mr. Szot, 52, has been a member of our Board since September 13, 2020, and has served as Chairman of the Audit Committee since September 14, 2020. Mr. Szot currently serves as Chair of the Board of SenesTech, Inc. (Nasdaq: SNES), a life sciences company focused on fertility control solutions for animal pest management. He also serves as Chairman of the Audit Committee, a member of the Compensation Committee, and a member of the Nominating and Governance Committee. Mr. Szot previously served as Chief Financial Officer and Co-Founder of Cadrenal Therapeutics, Inc. (Nasdaq: CVKD), a late-stage biopharmaceutical company from May 2022 to May 2026. From March 2010 to November 2021, Mr. Szot served as the Executive Vice President and Chief Financial Officer of S&W Seed Company (Nasdaq: SANW), an agricultural biotechnology company. Over the course of his career, Mr. Szot has led two Nasdaq initial public offerings, raised more than $400 million in equity and debt financings, and completed numerous strategic acquisitions, divestitures, and licensing transactions. From June 2018 to August 2019, Mr. Szot served on the board of directors and as Chairman of the Audit Committee of Eastside Distilling, Inc. (Nasdaq; EAST), a company operating in the craft spirits industry. From February 2007 until October 2011, Mr. Szot served as Chief Financial Officer of Cardiff Partners, LLC, a strategic consulting company that provided executive financial services to various publicly traded and privately held companies. Prior thereto, from 2003 to December 2006, Mr. Szot served as Chief Financial Officer and Secretary of Rip Curl, Inc., a market leader in wetsuit and action sports apparel products. From 1996 to 2003, Mr. Szot was a Certified Public Accountant with KPMG LLP and served as an Audit Manager for various publicly traded companies. Mr. Szot graduated with High Honors from the University of Illinois at Champaign-Urbana with a Bachelor of Science degree in Agricultural Economics/Accountancy. Mr. Szot is a Certified Public Accountant in the State of California. We believe that Mr. Szot is qualified to serve as a member of our board of directors because of his experience and knowledge of corporate finance, mergers and acquisitions, corporate governance, as well as other operational, financial and accounting matters gained as a past and present chief financial officer and director of other public and private companies.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE “FOR ALL” NOMINEES IN PROPOSAL NO. 1.

Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm

The audit committee (the “Audit Committee”) of the Board has selected WithumSmith+Brown, PC (“Withum”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 and has further directed that management submit the selection of its independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. The Company has retained Withum since September 2025, and Withum audited the Company’s consolidated financial statements for the fiscal year ended December 31, 2025.

Neither the Company’s Bylaws nor other governing documents or law require stockholder ratification of the selection of Withum as the Company’s independent registered public accounting firm. However, the Board is submitting the selection of Withum to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders.

Dismissal of Prior Independent Registered Public Accounting Firm

On September 3, 2025, the Company notified M&K CPAS, PLLC (“M&K”) of its dismissal, effective September 5, 2025, as the Company’s independent registered accounting firm. The decision to change the independent registered public accounting firm was approved by the Audit Committee.

M&K’s audit reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2023 and December 31, 2024 did not contain an adverse opinion or disclaimer of opinion and were not qualified as to uncertainty, audit scope, or accounting principles, except that M&K was not engaged to audit, review or apply any procedures to the adjustments for the reclassification of discontinued operations resulting from the Company’s divestiture of NTI Therapeutics, and accordingly, M&K did not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied. M&K’s audit reports for the fiscal years ended December 31, 2023 and December 31, 2024 do, however, contain an expression of substantial doubt regarding the Company’s ability to continue as a going concern.

During the Company’s two most recent fiscal years and the subsequent interim period through September 5, 2025, there were no: (i) disagreements, as defined in Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act of 1934, as amended (the “Exchange Act”) and the related instruction thereto, between the Company and M&K on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of M&K, would have caused M&K to make reference to the subject matter of the disagreements in connection with its audit report on the Company’s financial statements, or (ii) reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act).

On September 5, 2025, the Audit Committee approved the engagement of WithumSmith+Brown, PC (“Withum”) effective immediately as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements. Withum audited the Company’s consolidated financial statements for the year ended December 31, 2025, and the Audit Committee has selected Withum to continue as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ending December 31, 2026. The Audit Committee has further directed that management submit the selection of its independent registered public accounting firm for ratification by the stockholders at the Annual Meeting.

During the Company’s fiscal years ended December 31, 2023 and December 31, 2024 and the subsequent interim period through September 5, 2025, neither the Company, nor anyone on its behalf, consulted Withum regarding (A) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company by Withum that Withum concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (B) any matter that was either (i) the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act), or (ii) a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

Required Vote

The affirmative vote of a majority of the votes cast at the Annual Meeting is required to approve Proposal No. 2.

OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” APPROVAL OF PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table represents aggregate fees billed to the Company by Withum.

	Fiscal Year Ended December 31, 2025 ($)		Fiscal Year Ended December 31, 2024 ($)
Audit Fees		229,566		-
Audit Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-

	Fiscal Year Ended December 31, 2025 ($)		Fiscal Year Ended December 31, 2024 ($)
Audit Fees		229,566		-
Audit Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-

The following table represents aggregate fees billed to the Company by M&K.

	Fiscal Year Ended December 31, 2025 ($)		Fiscal Year Ended December 31, 2024 ($)
Audit Fees		30,500		109,950
Audit Related Fees		46,500		26,500
Tax Fees		-		-
All Other Fees		-		-

AUDIT FEES

Audit Fees includes fees billed for the fiscal year shown for professional services for the audit of the Company’s annual financial statements, the reviews of the consolidated quarterly financial statements included in each of our quarterly reports on Form 10-Q, and other audit services.

AUDIT-RELATED FEES

Audit-Related Fees include fees for assurance and related services performed to comply with generally accepted auditing standards and including audit of target acquisition companies and comfort and consent letters in connection with SEC filings and financing transactions.

PRE-APPROVAL POLICIES AND PROCEDURES

Our Board has adopted a procedure for pre-approval of all fees charged by our independent auditors. Under the procedure, the Board approves the engagement letter with respect to audit and review services. Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of the Board. Any such approval by the designated member is disclosed to the entire Board at the next meeting. The audit fees paid to the auditors with respect to fiscal years 2025 and 2024 were pre-approved by the entire Board.

OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF M&K CPAS, PLLC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025.

Proposal 3: Approval of an Amendment to our Amended and Restated Articles of Incorporation, as Amended, to Increase the Number of Authorized Shares of our Common Stock from 50,000,000 to 250,000,000.

Background

We are asking our stockholders to approve an amendment to our Amended and Restated Articles of Incorporation, as amended, to increase the number of authorized shares of our common stock. Our authorized capital stock presently consists of 50,000,000 shares of common stock, $0.00001 par value per share (“common stock”), 1,000,000 shares of which are designated as Series A Preferred Stock, par value $5.00 per share, 1,200,000 shares of which are designated as Series B Preferred Stock, 30,375 shares of which are designated as Series C-1 Convertible Preferred Stock, par value $0.0001 per share, and 8,576 shares of which are designated as Series C-2 Convertible Preferred Stock, par value $0.0001 per share, 4,000 shares of which are designated as Series D Convertible Preferred Stock, par value $0.0001 per share, and 97,757,049 of which are designated as preferred stock, par value $0.0001 per share.

As of June 18, 2026, 1,786,035 shares of our common stock were issued and outstanding. In addition, as of June 18, 2026, there were:

	●	2,051,770 shares of common stock issuable upon exercise of outstanding warrants with a weighted average exercise price of $12.99 per share, of which 1,893,492 may not be converted until shareholder approval;

	●	66,667 shares of common stock issuable upon the conversion of Series D Convertible Preferred stock with a conversion price of $6.00

	●	498,086 shares of common stock issuable upon exercise of outstanding convertible debt with a weighted average exercise price of $1.60 per share;

	●	9,123 shares of common stock issuable upon exercise of outstanding options with a weighted average exercise price of $578.86 per share;

	●	4,515 shares of common stock reserved for future issuance under the 2019 Stock Incentive Plan.

Except as otherwise indicated herein, all information in this proxy statement reflects or assumes that none of the securities above were converted or exercised.

Accordingly, as of June 18, 2026, out of the 50,000,000 shares of common stock presently authorized, 4,847,614 shares are issued and outstanding or reserved for issuance and 45,085,719 shares of common stock remain available for future issuance.

The approval of this Proposal 3 is necessary for (a) the conversion of the Inducement Warrants into our shares of common stock and the issuance of any additional shares of our common stock due to an adjustment event pursuant to Proposal 7, (b) the reservation of 1,000,000 shares of common stock for future issuance under the Fifth Amended and Restated 2019 Plan as described in Proposal 5, and (c) to enable the Company to raise and/or use equity capital in pursuit of its business and operating objectives, primary amongst which are additional acquisition of in vitro fertilization clinics to reach cash flow breakeven as soon as possible.

Overview of the Proposed Amendment

A copy of the amendment to our Amended and Restated Articles of Incorporation, as amended, is attached as Annex A to this proxy statement. The proposed amendment provides that the section (a) of the Article thereof numbered “IV” of our Amended and Restated Articles of incorporation, as amended, be deleted in its entirety, and replaced with the following:

“(a) The total number of shares of all classes of stock of which the Corporation shall have the authority to issue is 350,000,000 shares, consisting of (i) 250,000,000 shares of Common Stock, $0.00001 par value per share (“Common Stock”), and (ii) 100,000,000 shares of Preferred Stock (“Preferred Stock”).”

The proposed amendment, if approved by our stockholders, would become effective upon the filing of a certificate of amendment of our restated Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada. Our Board reserves the right, notwithstanding stockholder approval and without further action by our stockholders, to elect not to proceed with the proposed amendment if the Board determines that the proposed amendment is no longer in our best interests and the best interests of our stockholders.

If our stockholders approve the proposed amendment, subject to the discretion of the Board, we intend to file the certificate of amendment of our restated Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada as soon as practicable after the Annual Meeting.

Rationale for the Proposed Amendment

Over the past several years, we have used shares of our common stock to, among other things, engage in financings, incentivize and compensate employees and other service providers and for other general corporate purposes. Our Board believes that it is in the best interests of our Company to increase the number of authorized shares of our common stock in order to give us greater flexibility in considering and planning for potential business needs. The increase in the number of authorized but unissued shares of common stock would enable us, without the expense and delay of seeking stockholder approval, to issue shares from time to time as may be required for proper business purposes.

We anticipate that we may issue additional shares of common stock in the future in connection with one or more of the following:

	●	financing transactions, such as public or private offerings of common stock or convertible securities;

	●	strategic investments, mergers, acquisitions and other transactions;

	●	licenses, partnerships, collaborations and other similar transactions;

	●	our equity incentive plans; and

	●	other corporate purposes that have not yet been identified.

At this time, we do not have any plans, proposals or arrangements, written or oral, to issue any of the proposed additional authorized shares of our common stock for general corporate or any other purposes. However, the Board believes that the availability of additional authorized shares of our common stock will afford us needed flexibility in acting upon financing transactions to strengthen our financial position and/or engaging in strategic activities without using cash. Unless required by applicable law or stock exchange rules, no further vote of the holders of common stock will be required with respect to any such transaction.

Potential Effects of the Proposed Amendment

The additional shares of common stock for which authorization is sought would be identical in powers, privileges and rights to the shares of common stock that are now authorized. Holders of common stock do not have preemptive rights to subscribe to additional securities that we may issue.

The issuance of additional shares of common stock may, among other things, have a dilutive effect on earnings per share and on stockholders’ equity and voting rights. Further, future sales of substantial amounts of our common stock, or the perception that these sales might occur, could adversely affect the prevailing market price of our common stock or limit our ability to raise additional capital. Stockholders should recognize that, as a result of this proposal, they will own a smaller percentage of shares relative to the total authorized shares of the company than they presently own.

Our Board has not proposed the increase in amount of authorized shares with the intention of discouraging tender offers or takeover attempts. However, the availability of additional authorized shares for issuance may have the effect of discouraging a merger, tender offer, proxy contest or other attempt to obtain control.

Required Vote

Stockholder approval of this Proposal 3 requires a “FOR” vote from the stockholders representing a majority of the votes cast on the matter.

OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” APPROVAL OF THE AMENDMENT TO OUR RESTATED ARTICLES OF INCORPORATION, AS AMENDED, TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF OUR COMMON STOCK FROM 50,000,000 TO 250,000,000 AFTER THE REVERSE SPLIT APPROVED BY THE BOARD OF DIRECTORS.

Proposal 4: To Approve the Issuance, in accordance with Nasdaq Listing Rule 5635, of (a) Our Common Stock, Upon Exercise of the Inducement Warrants, and (b) Any Additional Shares of Our Common Stock Due to an Adjustment Event Pursuant to the Terms of the Inducement Warrants.

We are seeking approval of our stockholders to issue shares of our common stock upon exercise of an inducement warrant (the “Inducement Warrant”), including any additional shares of our common stock that may result pursuant to an adjustment event pursuant to the terms of the Inducement Warrant.

Overview

On January 28, 2026, we entered into an inducement letter agreement (the “Inducement Letter Agreement”) with an institutional investor and existing holder (the “Holder”) of certain warrants (the “Exercised Warrants”) to purchase up to 946,746 shares of our common stock. The Exercised Warrants were originally issued on December 3, 2025, with an exercise price of $8.45 per share.

The issuance of the shares of our common stock upon exercise of the Exercised Warrants was registered pursuant to a registration statement on Form S-1 (File No. 333-292206), which was declared effective by the Securities and Exchange Commission (the “SEC”) on December 29, 2025.

Pursuant to the Inducement Letter Agreement, the Holder agreed to exercise the Exercised Warrants for cash at a reduced exercise price of $7.95 per share in consideration for the Company’s agreement to issue new unregistered warrants to purchase up to an aggregate of 1,893,492 shares of our common stock at an exercise price of $7.95 per share (the “Inducement Warrants”). The Inducement Warrants will be exercisable upon receipt of such approval as may be required by the applicable rules and regulations of the Nasdaq Capital Market (or any successor entity) from the stockholders of the Company with respect to issuance of all of the Inducement Warrants and the shares of common stock upon the exercise thereof (Stockholder Approval, and such date, the “Stockholder Approval Date”) and have a term of five and one-half years from the Stockholder Approval Date.

The Company agreed to file a registration statement on Form S-3 (or other appropriate form if it is not eligible to utilize Form S-3) providing for the resale of the shares (the “New Warrant Shares”) of Common Stock issuable upon the exercise of the New Warrant (the “Resale Registration Statement”) on or before the 15th calendar day following the date of the closing of the exercise of the Existing Warrants (the “Closing Date”), and to use commercially reasonable best efforts to cause the Resale Registration Statement to become effective within sixty (60) calendar days following the Closing Date (or within ninety (90) calendar days following the Closing Date in case of “full review” of such registration statement by the Commission) (the “Effectiveness Date”). As such, the resale of the New Warrant Shares was registered pursuant to a registration statement on Form S-1 (File No. 333-293135), which was declared effective by the SEC on February 10, 2026.

Pursuant to the Inducement Letter Agreement, except for certain exempt issuances set forth in the Inducement Letter Agreement, we agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any Common Stock or Common Stock equivalents or file any registration statement or any amendment or supplement to any existing registration statement, subject to certain exceptions, from the date of the Inducement Letter Agreement until 30 days after the Effectiveness Date. In addition, from the date of the Inducement Letter Agreement until three (3) months following the Effectiveness Date, we are prohibited from effecting or entering into an agreement to effect any issuance by the Company or any subsidiary of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit or an “at-the-market offering”, whereby the Company may issue securities at a future determined price, regardless of whether shares pursuant to such agreement have actually been issued and regardless of whether such agreement is subsequently canceled.

Pursuant to the Inducement Letter Agreement, we further agreed to file a proxy statement on Schedule 14A with the SEC no later than ten (10) days after the filing of our Annual Report on Form 10-K for the period ended December 31, 2025, for the purpose of holding a meeting of stockholders (which may also be at the annual meeting of stockholders) at the earliest practical date after the date thereof, for the purpose of obtaining such approval as may be required by the applicable rules and regulations of the Nasdaq Capital Market (or any successor entity) from our stockholders with respect to issuance of all of the New Warrants and the shares of common stock upon the exercise thereof (“Stockholder Approval”, and such date, the “Stockholder Approval Date”), with the recommendation of the Board that such proposals be approved, and we agreed to solicit proxies from our stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders will vote their proxies in favor of such proposals. If we do not obtain Stockholder Approval at the Annual Meeting, we agreed to call a meeting every three months thereafter to seek Stockholder Approval until the earlier of the date Stockholder Approval is obtained or the Inducement Warrants are no longer outstanding.

The Inducement Warrant was sold, and the shares of our common stock issuable thereunder will be issued, without registration under the Securities Act of 1933, as amended (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.

The foregoing is only a summary of the Inducement Warrant and the Inducement Letter Agreement and does not purport to be a complete description thereof.

Such descriptions are qualified in their entirety by reference to the Form of New Warrant and the Form of Inducement Letter Agreement, copies of which are incorporated by reference as Exhibits 4.1 and 10.1, respectively, to the Current Report on Form 8-K filed on January 30, 2026 and are incorporated by reference herein.

Shares Issuable Upon Exercise

Set forth below is a table summarizing the number of shares of common stock that are issuable upon exercise of the Inducement Warrant, without taking into account certain beneficial ownership limitations and assuming no adjustment events have occurred that would result in the issuance of additional shares of common stock or changes to the exercise price of the Inducement Warrant pursuant to the terms of such security. The sale into the public market of the underlying common stock could materially and adversely affect the market price of our common stock. See “Risk Factors— Risks Related to Our Common Stock” in our Annual Report on Form 10-K for the year ended December 31, 2025.

		Common Stock Issuable Upon Exercise
Inducement Warrant			1,893,492

In addition, additional shares of our common stock are issuable pursuant to certain adjustment events as set forth in Section of the Inducement Warrant, including (1) subdivides or combines outstanding shares of our common stock, (2) any time the Company grants, issues or sells any options, convertible securities, or rights to purchase stock, warrants, securities or other property pro rata to all or substantially all of the record holders of our common shares, (3) any time the Company declares or makes any dividend or other distribution of its assets to holders of shares of common stock, by way of return of capital or otherwise, and (4) upon the occurrence of a Fundamental Transaction (as defined in the Inducement Warrant).

Reasons for Stockholder Approval

Our common stock is listed on the Nasdaq Capital Market, and, as such, we are subject to the applicable rules of the Nasdaq Stock Market LLC, including Nasdaq Listing Rule 5635(d), which requires stockholder approval for issuances of a Nasdaq-listed company’s common stock that constitute 20% or more of the Nasdaq-listed company’s outstanding stock or voting power pre-issuance. Thus, in order to permit the issuance of common stock upon the exercise of the Inducement Warrant and the issuance of any additional shares of common stock due to an adjustment event pursuant to the terms of the Inducement Warrant, we must first obtain stockholder approval of these issuances.

Pursuant to the terms of Inducement Letter Agreement, we agreed to hold this stockholder meeting and seek stockholder approval of the issuance of our common stock upon the exercise of the Inducement Warrant in accordance with the listing rules of the Nasdaq Capital Market.

Beneficial Ownership Limitations

We are not seeking stockholder approval of a potential “change in control” under Nasdaq Listing Rule 5635(b), which generally prohibits Nasdaq-listed companies from issuing common stock to a stockholder in a transaction that would cause the holder to beneficially own 20% or more of the then-outstanding common stock (subject to certain exceptions). Assuming that Proposal 4 is approved, the Inducement Warrant will continue to have a beneficial ownership conversion limit that would prevent a stockholder from converting such stockholder’s shares if, as a result of such conversion, such stockholder would beneficially own a number of shares above such stockholder’s applicable conversion blocker (which cannot exceed 19.9% of our outstanding common stock).

Vote Required and Board of Directors Recommendation

Stockholder approval of this Proposal 4 requires a “FOR” vote from the stockholders representing a majority of the votes cast on the matter.

OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR”
THE APPROVAL OF THE INDUCEMENT WARRANT EXERCISE PROPOSAL.

Proposal 5: Approval of a Fifth Amendment and Restatement of our 2019 Stock Incentive Plan to Increase the Number of Shares of Common Stock Available for Issuance Thereunder to a total of 1,000,000 or Approximately 20% of the Total of our Total Issued and Outstanding Stock on a Fully-Diluted Basis.

Why We Are Requesting Stockholder Approval of a Fifth Amendment and Restatement of our 2019 Stock Incentive Plan

Stockholders are being asked to approve a fifth amendment and restatement of our 2019 Stock Incentive Plan (the “Plan”) to increase the amount of authorized shares of our common stock issuable under the Plan to a total of 1,000,000 shares of common stock, or approximately 20%, of our total issued and outstanding stock on a fully-diluted basis.

The Plan was originally adopted by our Board on November 14, 2019 and approved by our stockholders on December 16, 2019. The Plan was amended and restated on October 12, 2022 by the Second Amended and Restated 2019 Stock Incentive Plan. The Plan was amended and restated on June 25, 2025 by the Third Amended and Restated 2019 Stock Incentive Plan. The Plan was amended and restated on January 22, 2026 by the Fourth Amended and Restated 2019 Stock Incentive Plan.

Our Board has approved the increase in the number of shares of common stock authorized for issuance under the Plan as described above.

If stockholder approval of this Proposal 5 is obtained, and subject to adjustment for certain changes in our capitalization, the aggregate number of shares of our common stock that may be issued under the Plan will not exceed 1,000,000 shares.

Vote Required

The stockholders are being asked to approve the increase of shares available for issuance under the Plan. The increase will be approved if more votes are cast in favor of this proposal than are cast against it. Abstentions and broker non-votes on this proposal will have no effect on the outcome.

Description of the Plan

A description of the material terms of the Plan, as amended and restated, is set forth below. The statements made in this Proposal 5 concerning the terms and provisions of the Plan are summaries and do not purport to be a complete recitation of the Plan provisions. These statements are qualified in their entirety by express reference to the full text of the Plan, a copy of which is attached to this proxy statement as Annex B and is incorporated by reference herein.

General Purpose

The purpose of the Plan is to further align the interests of employees, directors, and non-employee consultants with those of the stockholders by providing incentive compensation opportunities tied to the performance of the common stock and by promoting increased ownership of the common stock by such individuals. The Plan is also intended to advance the interests of the company and its shareholders by attracting, retaining and motivating key personnel upon whose judgment, initiative and effort the successful conduct of the Company’s business is largely dependent. We are permitted to grant awards of stock options, stock awards, and restricted stock awards under the Plan. Each type of award is discussed in greater detail below.

ERISA

The Plan is not an “employee pension benefit plan” as defined in Section 3(2) of the U.S. Employee Retirement Income Security Act and is not qualified as a profit sharing plan as described in Section 401 of the Internal Revenue Code.

Shares Available

The initial maximum aggregate number of shares of common stock that may be issued and sold under all awards granted under the Plan will be 1,000,000 shares. Shares of common stock issued and sold under the Plan may be either authorized but unissued shares or shares held in our treasury. The number of shares may be increased each year in the discretion of the Plan administrator (described below) through 2029. The annual increase, if any, determined by the Plan administrator for each year will be 6% of the total number of shares of outstanding common stock as of the end of the preceding year.

To the extent that any award involving the issuance of shares of common stock is forfeited, cancelled, returned to us for failure to satisfy vesting requirements or other conditions of the award, or otherwise terminates without an issuance of shares of common stock being made thereunder, the shares of common stock covered thereby will no longer be counted against the foregoing maximum share limitations and may again be made subject to awards under the Plan pursuant to such limitations. Any awards or portions thereof which are settled in cash and not in shares of common stock shall not be counted against the foregoing maximum share limitations.

If there shall occur any change with respect to the outstanding shares of our common stock by reason of any recapitalization, reclassification, stock dividend, extraordinary dividend, stock split, reverse stock split or other distribution with respect to the shares of our common stock, or any merger, reorganization, consolidation, combination, spin-off or other similar corporate change, or any other change affecting our common stock, we may, in the manner and to the extent that it deems appropriate and equitable to the participants in the plan and consistent with the terms of the plan, cause an adjustment to be made in (i) the maximum number of shares available for issuance under the Plan, (ii) the number and kind of shares of common stock, or other rights subject to then outstanding awards, (iii) the exercise or base price for each share or other right subject to then outstanding awards, and (iv) any other terms of an award that are affected by the event. However, in the case of incentive stock options, any such adjustments shall, to the extent practicable, be made in a manner consistent with the requirements of Section 424(a) of the Internal Revenue Code.

Administration

The Plan shall be administered by a committee comprised of one or more members of our Board, or if no such committee exists, the entire Board.

The committee shall have such powers and authority as may be necessary or appropriate for the committee to carry out its functions as described in the plan. Subject to the express limitations of the Plan, the committee shall have authority in its discretion to determine the eligible persons to whom, and the time or times at which, awards may be granted, the number of shares or other rights subject to each award, the exercise, base or purchase price of an award (if any), the time or times at which an award will become vested, exercisable or payable, the performance goals and other conditions of an award, the duration of the award, and all other terms of the award. Subject to the terms of the plan, the committee shall have the authority to amend the terms of an award in any manner that is not inconsistent with the Plan, provided that no such action shall adversely affect the rights of a participant with respect to an outstanding award without the participant’s consent. The committee shall also have discretionary authority to interpret the Plan, to make factual determinations under the plan, and to make all other determinations necessary or advisable for Plan administration, including, without limitation, to correct any defect, to supply any omission or to reconcile any inconsistency in the Plan or any award agreement hereunder.

The committee shall have the right, from time to time, to delegate to one or more of our officers the authority of the committee to grant and determine the terms and conditions of awards granted under the Plan, subject to the requirements of state law and such other limitations as the committee shall determine. In no event shall any such delegation of authority be permitted with respect to awards to any members of the board or to any eligible person who is subject to Rule 16b-3 under the Securities Exchange Act of 1934, as amended, or Section 162(m) of the Internal Revenue Code.

Eligibility

Participation in the plan is limited to any person which is an employee of ours or any affiliate of ours, or any person to whom an offer of employment with us or one of our affiliates is extended, as determined by the committee, or any person who is a non-employee director, or any person who is consultant to us. The determination of eligibility shall be made by the committee in its sole discretion.

Grant of Stock Awards

A stock award may be granted to any eligible person selected by the committee. The number of shares and other terms of the stock award are specified in each award agreement. The stock award may be granted for past services, in lieu of bonus or other cash compensation, as directors’ compensation or for any other valid purpose as determined by the committee. A stock award granted to an eligible person represents shares of common stock that are issued without restrictions on transfer and other incidents of ownership and free of forfeiture conditions, except as otherwise provided in the Plan and the award agreement. The deemed issuance price of shares of common stock subject to each stock award shall not be less than 85 percent of the fair market value of the common stock on the date of the grant. In the case of any person who owns securities possessing more than ten percent of the combined voting power of all classes of securities of the issuer or its parent or subsidiaries possessing voting power, the deemed issuance price of shares of common stock subject to each stock award shall be at least 100 percent of the fair market value of the common stock on the date of the grant. The committee may, in connection with any stock award, require the payment of a specified purchase price. Subject to the foregoing provisions and the applicable award agreement, upon the issuance of the common stock under a stock award, the participant shall have all rights of a stockholder with respect to the shares of common stock, including the right to vote the shares and receive all dividends and other distributions paid or made with respect thereto. The Plan does not specify any maximum or minimum amount of shares which may be granted to any person under a stock award.

Grant of Restricted Stock Awards

A restricted stock award may be granted to any eligible person selected by the committee. The number of shares and other terms of the stock award are specified in each award agreement. The deemed issuance price of shares of common stock subject to each restricted stock award shall not be less than 85 percent of the fair market value of the common stock on the date of the grant. In the case of any person who owns securities possessing more than ten percent of the combined voting power of all classes of securities of the issuer or its parent or subsidiaries possessing voting power, the deemed issuance price of shares of common stock subject to each restricted stock award shall be at least 100 percent of the fair market value of the common stock on the date of the grant. The committee may require the payment by the participant of a specified purchase price in connection with any restricted stock award.

The restrictions imposed on shares granted under a restricted stock award shall lapse in accordance with the vesting requirements specified by the committee in the award agreement, provided that the committee may accelerate the vesting of a restricted stock award at any time. Such vesting requirements may be based on the continued service of the participant with the company or its affiliates for a specified time period (or periods) or on the attainment of specified performance goals established by the committee in its discretion. If the vesting requirements of a restricted stock award shall not be satisfied, the award shall be forfeited and the shares of common stock subject to the award shall be returned to the company.

Subject to the foregoing provisions and the applicable award agreement, the participant shall have all rights of a stockholder with respect to the shares granted to the participant under a restricted stock award, including the right to vote the shares and receive all dividends and other distributions paid or made with respect thereto. The committee may provide in an award agreement for the payment of dividends and distributions to the participant at such times as paid to stockholders generally or at the times of vesting or other payment of the restricted stock award.

Grant of Options

A stock option may be granted to any eligible person selected by the committee. Each stock option shall be designated as an incentive stock option or as a nonqualified stock option. An incentive stock option may only be granted to an eligible person who is considered an employee for purposes of Treasury Regulation §1.421-7(h) with respect to us or any of our affiliates that qualifies as a “subsidiary corporation” with respect to us for purposes of Section 424(f) of the Internal Revenue Code.

The exercise price per share of a stock option shall not be less than 20 percent of the fair market value of the shares of common stock on the date of grant, except that the exercise price per shares of an incentive stock option shall not be less than 100 percent of the fair market value of the shares of common stock on the date of grant, and that the exercise price per shares of an incentive stock option shall not be less than 110 percent of the fair market value in the case of any person who owns securities possessing more than 10 percent of the total combined voting power of all classes of our securities.

The committee shall prescribe the time or times at which, or the conditions upon which, a stock option or portion thereof shall become vested and/or exercisable, and may accelerate the vesting or exercisability of any stock option at any time, provided, however, that any stock option shall vest at the rate of at least twenty percent per year over five years from the date the stock option is granted, subject to reasonable conditions as may be provided for in the award agreement. However, in the case of a stock option granted to officers, non-employee directors, managers or consultants, the stock option may become fully exercisable, subject to reasonable conditions, at any time or during any period established by us. The requirements for vesting and exercisability of a stock option may be based on the continued service of the participant with us or one of our affiliates for a specified time period (or periods) or on the attainment of specified performance goals established by the committee in its discretion.

The committee shall prescribe in an award agreement the period during which a vested stock option may be exercised, provided that the maximum term of a stock option shall be ten years from the date of grant. Except as otherwise provided in the plan or as otherwise may be provided by the committee, no stock option issued to an employee or a non-employee director may be exercised at any time during the term thereof unless the employee or a non-employee director is then in our service or the service of one of our affiliates.

Exercise of Options

Subject to such terms and conditions as shall be specified in an award agreement, a stock option may be exercised in whole or in part at any time during the term thereof by notice in the form required by us, together with payment of the aggregate exercise price therefor and applicable withholding tax. Payment of the exercise price shall be made in the manner set forth in the award agreement, which, unless otherwise provided by the committee, shall be as follows: (i) in cash or by cash equivalent acceptable to the committee, (ii) by payment in shares of our common stock that have been held by the participant for at least six months (or such period as the committee may deem appropriate) valued at the fair market value of such shares on the date of exercise, (iii) through an open-market, broker-assisted sales transaction pursuant to which we are promptly delivered the amount of proceeds necessary to satisfy the exercise price, (iv) by a combination of the methods described above, or (v) by such other method as may be approved by the committee and set forth in the award agreement. In addition to and at the time of payment of the exercise price, the participant shall pay to us the full amount of any and all applicable income tax, employment tax, and other amounts required to be withheld in connection with such exercise, payable under such of the methods described above for the payment of the exercise price as may be approved by the committee and set forth in the award agreement.

Nontransferability

Nonqualified Stock Options. Nonqualified stock options shall be nontransferable except (i) upon the participant’s death, or (ii) for the transfer of all or part of the stock option to a participant’s “family member” (as defined for purposes of the Form S-8 registration statement under the Securities Act of 1933), as may be approved by the committee in its discretion at the time of proposed transfer. The transfer of a nonqualified stock option may be subject to such terms and conditions as the committee may in its discretion impose from time to time. Subsequent transfers of a nonqualified stock option shall be prohibited other than in accordance with the terms set forth herein.

Incentive Stock Options. Incentive stock options shall be nontransferable other than by will or by the laws of descent and distribution, and shall be exercisable during the lifetime of a participant only by such participant.

Termination of Employment

The stock option of any participant whose service with us or one of our affiliates is terminated for any reason shall terminate on the earlier of (A) the date that the stock option expires in accordance with its terms or (B) unless otherwise provided in an award agreement, and except for termination for cause, the expiration of the applicable time period following termination of service, in accordance with the following: (i) twelve months if service ceased due to disability, (ii) eighteen months if service ceased at a time when the participant is eligible to elect immediate commencement of retirement benefits at a specified retirement age under a pension plan to which we or any of our affiliates had made contributions, (iii) eighteen months if the participant died while in the service of us or any of our affiliates, or (iv) three months if service ceased for any other reason. During the foregoing applicable period, except as otherwise specified in the award agreement or in the event service was terminated by the death of the participant, the stock option may be exercised by such participant in respect of the same number of shares of common stock, in the same manner, and to the same extent as if he or she had remained in the continued service of us or any affiliate during the first three months of such period; provided that no additional rights shall vest after such three months. The committee shall have authority to determine in each case whether an authorized leave of absence shall be deemed a termination of service for purposes hereof, as well as the effect of a leave of absence on the vesting and exercisability of a stock option. Unless otherwise provided by the committee, if an entity ceases to be an affiliate of the company or otherwise ceases to be qualified under the plan or if all or substantially all of the assets of an affiliate of the company are conveyed (other than by encumbrance), such cessation or action, as the case may be, shall be deemed for purposes hereof to be a termination of the service.

An award of an incentive stock option may provide that such stock option may be exercised not later than 3 months following termination of employment of the participant with us and all subsidiaries, or not later than one year following a permanent and total disability within the meaning of Section 22(e)(3) of the Internal Revenue Code, as and to the extent determined by the committee to comply with the requirements of Section 422 of the Internal Revenue Code.

Amendment and Termination

The Board may at any time and from time to time and in any respect, amend or modify the plan. The Board may seek the approval of any amendment or modification by our stockholders to the extent it deems necessary or advisable in its discretion for purposes of compliance with Section 162(m) or Section 422 of the Internal Revenue Code, or exchange or securities market or for any other purpose. No amendment or modification of the Plan shall adversely affect any award theretofore granted without the consent of the participant or the permitted transferee of the award. The Plan shall terminate on the tenth anniversary of the date of its adoption by the Board. The Board may, in its discretion and at any earlier date, terminate the Plan. Notwithstanding the foregoing, no termination of the Plan shall adversely affect any award theretofore granted without the consent of the participant or the permitted transferee of the award.

New Plan Benefits

The following New Plan Benefits Table sets forth the amounts that, as of the date hereof, will be received by each of the following under the Plan.

NEW PLAN BENEFITS TABLE (1)

Name and Position	Dollar value ($)	Number of units

Steven Shum, Chief Executive Officer	-	-

Terah Krigsvold, Chief Financial Officer	-	-

Andrea Goren, Chief Business Officer	-	-

Executive Group	-	-

Non-Executive Director Group	-	-

Non-Executive Officer Employee Group	-	-

(1) Subject to the express limitations of the Plan, the committee shall have authority in its discretion to determine the eligible persons to whom, and the time or times at which, awards may be granted, and all terms of the award.

RESTRICTIONS ON RESALE

Persons ordinarily may publicly resell the shares of common stock issued pursuant to an award granted under the Plan without registration under the federal securities laws. However, our affiliates who acquire shares of our common stock pursuant to an award under the plan described herein must ensure that the resale of their shares complies with an available exemption from the registration provisions of the Federal securities law, such as Rule 144 under the Securities Act of 1933, as amended.

Shares granted under any restricted stock award may not be transferred, assigned or subject to any encumbrance, pledge, or charge until all applicable restrictions are removed or have expired, unless otherwise allowed by the committee. Failure to satisfy any applicable restrictions shall result in the subject shares of the restricted stock award being forfeited and returned to us. The committee may require in an award agreement that certificates representing the shares granted under a restricted stock award bear a legend making appropriate reference to the restrictions imposed, and that certificates representing the shares granted or sold under a restricted stock award will remain in the physical custody of an escrow holder until all restrictions are removed or have expired.

We are subject to Section 16(b) of the Securities Exchange Act of 1934, as amended. Section 16(b) allows us to recover any profit realized by any of our officers, directors or 10% stockholders from any purchase and sale, or sale and purchase, of shares of our common stock within any period of less than six months.

FEDERAL INCOME TAX CONSEQUENCES

This section contains a discussion regarding the income tax consequences of the Plan under federal income tax law. This discussion is intended only as a broad discussion of the general rules under income tax laws applicable to the issuance of common stock as compensation. Specific situations may be subject to different rules and may result in different tax consequences. You are strongly urged to consult your own personal tax advisor with specific reference to your own tax situation regarding all federal, state and local tax matters in conjunction with the Plan and the grant, exercise and ultimate sale of any shares received upon the exercise of options granted pursuant to the Plan.

Stock Awards

A recipient of a stock award under the plan will have compensation income upon the receipt of the shares in an amount equal to the fair market value of the shares on the date of the issuance.

Restricted Stock Awards

Unless a recipient files a Section 83(b) election with the Internal Revenue Service within 30 days following the date of grant of a restricted stock award, a recipient of a restricted stock award will not have any taxable income until the award vests. Upon the vesting of the award and receipt by recipient of the not-restricted shares, recipient will have compensation income in an amount equal to the fair market value of the shares on the date of vesting.

If a participant makes an election pursuant to Section 83(b) of the Internal Revenue Code with respect to a restricted stock award, the participant shall file, within 30 days following the date of grant, a copy of such election with us and with the Internal Revenue Service, in accordance with the regulations under Section 83 of the Internal Revenue Code. If a recipient files such a Section 83(b) election, the participant of the restricted stock award will have compensation income on the date of grant in an amount equal to the fair market value of the shares on the date of grant. The committee may provide in an award agreement that the restricted stock award is conditioned upon the participant’s making or refraining from making an election with respect to the award under Section 83(b) of the Internal Revenue Code.

Incentive Stock Options

Grant and Exercise of Incentive Stock Options. In general, a participant realizes no income upon the grant of Plan incentive stock options assuming these options qualified as “incentive stock options” under the Internal Revenue Code when they were granted or upon the exercise of incentive stock options. But see, “Alternative Minimum Tax,” below. The amount paid by the participant for the shares of common stock received pursuant to the exercise of incentive stock options will generally constitute his or her basis or cost for tax purposes. The holding period for such common stock generally begins on the date the participant exercises incentive stock options. See below for a discussion of the exceptions to these general rules when the participant uses previously acquired stock of the company to exercise incentive stock options.

Alternative Minimum Tax. Although no current taxable income is realized upon the exercise of incentive stock options, Section 56(b)(3) of the Internal Revenue Code provides that the excess of the fair market value on the date of exercise of the common stock acquired pursuant to such exercise over the option price is an item of tax adjustment. As such, the exercise of incentive stock options may result in the participant being subject to the alternative minimum tax for the year incentive stock options are exercised. The alternative minimum tax is calculated on a taxpayer’s adjusted gross income, subject to special adjustments, plus specified items of tax preference minus specified itemized deductions. The resulting amount is the alternative minimum taxable income.

If the shares are disposed of in a “disqualifying disposition” that is, within one year of exercise or two years from the date of the option grant — in the year in which the incentive stock option is exercised, the maximum amount that will be included as alternative minimum tax income is the gain on the disposition of the incentive stock option stock. In the event there is a disqualifying disposition in a year other than the year of exercise, the income on the disqualifying disposition will not be considered income for alternative minimum tax purposes. In addition, the basis of the incentive stock option stock for determining gain or loss for alternative minimum tax purposes will be the exercise price for the incentive stock option stock increased by the amount that alternative minimum tax income was increased due to the earlier exercise of the incentive stock option. Alternative minimum tax incurred by reason of the exercise of the incentive stock option does not result, for regular income tax purposes, in an increase in basis of the shares acquired upon exercise. The alternative minimum tax attributable to the exercise of an incentive stock option may be applied as a credit against regular tax liability in a subsequent year, subject to certain limitations. The gain recognized upon a sale or exchange of shares acquired through the exercise of the incentive stock options will be limited to the excess of the amount received in the sale or exchange over the fair market value of the shares at the time the incentive stock option was exercised.

The application of the alternative minimum tax for each participant will depend on such participant’s total income and deductions for the year of exercise. As such, the extent to which, if any, the tax adjustment item generated by the exercise of incentive stock options in conjunction with any other tax adjustment items or alternative minimum tax adjustments may result in an alternative minimum tax liability for any participant cannot be determined. Accordingly, each participant should consult his or her own tax counsel to determine the potential impact of the alternative minimum tax on his or her exercise of incentive stock options.

Employment and Holding Requirements of Incentive Stock Options. The Internal Revenue Code requires that the participant remain an employee of ours or one of our subsidiaries at all times during the period beginning on the date that the incentive stock options are granted and ending on the day three months (or one year in the case of permanent and total disability or death) before the date that each incentive stock option is exercised.

In order for an participant exercising incentive stock options to qualify for the income tax free treatment set forth in the preceding section such participant must not dispose of the shares of common stock acquired pursuant to the exercise of incentive stock options within two years from the date the incentive stock options were granted, nor within one year after the exercise of the incentive stock options. If the participant meets these employment and holding requirements, any future gain or loss realized and recognized from the sale or exchange of the common stock should be long term capital gain or loss, if the stock is held as a capital asset. If the participant disposes of the shares of common stock acquired upon exercise of an incentive stock option within two years from the granting of options or one year after the exercise of options, any gain will constitute, in the year of disposition, ordinary compensation income to the extent of the excess of the fair market value of the common stock on its acquisition date over the price paid for it by the participant. Any additional gain will be treated as capital gain. If the participant disposes of the shares of common stock issued upon exercise of an incentive stock option at a loss, such loss will be a capital loss.

For purposes of this section, the transfer of shares of common stock previously acquired by a participant after the participant’s death does not constitute a “disposition.” In addition, the transferee of the shares of common stock is not subject to the holding and employment requirements.

If the recipient disposes of options instead of exercising them, the incentive stock option rules discussed herein have no application. The recipient transferor will recognize either long or short term capital gain or loss and the purchaser will not be subject to any of these rules.

Nonqualified Stock Options

In general, a participant who receives a nonqualified stock option realizes income either at the date of grant or at the date of exercise, but not at both. Unless the nonqualified stock option has a “readily ascertainable fair market value” at the date of grant, the participant recognizes no income on the date of grant and the compensatory aspects are held open until the nonqualified stock option is exercised. In this case, upon exercise, the participant will have compensation income to the extent of the difference between the fair market value of the stock at the time of exercise and the exercise price paid by the participant.

A nonqualified stock option is deemed to have a readily ascertainable fair market value if (a) the nonqualified stock options are actively traded on an established market or (b) the fair market value can be measured with reasonable accuracy, which means that (i) the nonqualified stock options are transferable, (ii) the nonqualified stock options are exercisable immediately in full, (iii) the nonqualified stock options and underlying stock are not subject to restrictions which have a significant effect on the nonqualified stock option’s value and (iv) the fair market value of the option privilege is readily ascertainable.

Exercise of Options Through Use of Previously Acquired Common Stock of the Company

Under the Plan, in some circumstances a participant may be allowed to use previously acquired shares of common stock to exercise stock options. Such previously acquired shares of common stock may include common stock acquired pursuant to an earlier partial exercise of options. Generally, the Internal Revenue Service recognizes that an exchange of common stock for other common stock does not constitute a taxable disposition of any shares of common stock. The IRS treats such exchanges as two transactions. First, to the extent of the number of previously acquired shares of common stock, a share for share exchange occurs with each new share of common stock succeeding to the cost basis and holding period of the old shares of common stock. Second, the remaining new shares of common stock are deemed acquired at a zero cost with their holding period commencing on the date of acquisition.

The foregoing rules generally apply to the use of previously acquired shares of common stock to acquire shares of common stock under the Plan. A participant may use shares of common stock owned at the date options are exercised to acquire shares of common stock upon exercise of the options. However, despite a “carryover” holding period, all of the new shares of common stock are still subject to the holding requirements discussed above. If participant disposes of such common stock acquired pursuant to the exercises of incentive stock options before the later of two years from the granting or one year from exercise, an early disposition occurs first to the extent of the non-carryover shares and then to the extent of the carryover shares.

In addition, if a participant uses shares of common stock acquired through a previous partial exercise of options to acquire new shares of common stock through an exercise of options before the first stock has met the above holding requirements, the first stock will be treated as having been disposed of in an early disposition. Therefore, the participant will have to recognize ordinary compensation to the excess of the fair market value of the first stock on its acquisition dates over its price paid. Despite the early disposition, any excess gain is not recognized, but is deferred and carried over to the second stock. If the first stock is used to acquire other shares of common stock which are not subject to the Plan, no early disposition will generally occur and the tax free exchange rules may apply.

Again, you should consult your own tax advisor with regard to the tax treatment applicable in your own tax situation.

Interests of Officers and Directors in this Proposal

Members of our Board and our executive officers are eligible to receive awards under the terms of the Plan, including through certain outstanding employment agreements and grants, and they therefore have a substantial interest in Proposal 5.

Required Vote

The affirmative vote of the holders of a majority of the shares of our common stock present in person or represented by proxy at the Annual Meeting is required to approve Proposal 5.

OUR BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” APPROVAL OF THE PLAN AMENDMENT PROPOSAL

PROPOSAL 6

APPROVAL, FOR PURPOSES OF NASDAQ LISTING RULE 5635(d), OF THE ISSUANCE OF SHARES OF COMMON STOCK IN A FUTURE EQUITY FINANCING TRANSACTION, SUBJECT TO THE MAXIMUM PARAMETERS DESCRIBED IN THIS PROPOSAL

Background and Purpose of the Proposal

Our Board of Directors has determined that it is advisable and in the best interests of the Company and its stockholders to obtain additional equity capital to fund working capital, general corporate purposes, repayment of indebtedness, future acquisitions, and the continued development of the Company’s fertility clinics (the “Financing Purpose”). The Board is actively evaluating potential financing structures, including a committed equity financing facility (sometimes referred to as an “equity line of credit”) and a private placement of our common stock, par value $0.0001 per share (“Common Stock”), or securities convertible into or exercisable for Common Stock.

As of the date of this proxy statement, the Company has not entered into any definitive agreement with respect to any such financing, has not identified the investor or investors who would participate, and has not negotiated final terms. Because the timing of capital needs may not permit the delay and expense associated with convening a special meeting of stockholders after definitive terms are reached, the Board is seeking stockholder approval in advance, in accordance with the parameters described below, consistent with the guidance set forth in Nasdaq Staff Interpretation Letter 2002-4.

Why Stockholder Approval Is Required

Our Common Stock is listed on The Nasdaq Capital Market, and we are subject to the Nasdaq Listing Rules. Nasdaq Listing Rule 5635(d) requires stockholder approval prior to a “20% Issuance” at a price that is less than the “Minimum Price.” A “20% Issuance” is a transaction, other than a public offering as defined in Nasdaq’s IM-5635-3, involving the sale, issuance or potential issuance by the Company of Common Stock (or securities convertible into or exercisable for Common Stock), which alone or together with sales by our officers, directors or substantial shareholders, equals 20% or more of the Common Stock or 20% or more of the voting power outstanding before the issuance. The “Minimum Price” means the lower of (i) the Nasdaq Official Closing Price immediately preceding the signing of the binding agreement, or (ii) the average Nasdaq Official Closing Price of the Common Stock for the five trading days immediately preceding the signing of the binding agreement.

Because the financing transaction contemplated by this Proposal may involve the issuance of 20% or more of our outstanding Common Stock at prices below the Minimum Price (including pursuant to a committed equity facility under which shares would be sold from time to time at prices determined by reference to the market price of the Common Stock at the time of each sale), stockholder approval under Rule 5635(d) is required before any such issuance may exceed 19.99% of our shares outstanding.

Specific Parameters of the Authorization

In accordance with Nasdaq Staff Interpretation Letter 2002-4, stockholders are being asked to approve the issuance of shares of Common Stock (or securities convertible into or exercisable for Common Stock) only within all of the following maximum parameters:

1. Maximum Number of Shares. The aggregate number of shares of Common Stock issued or issuable in reliance on this authorization (including shares underlying any convertible securities or warrants, and including any Commitment Shares described below) will not exceed 20,000,000 shares, representing approximately 1,120% of the shares of Common Stock outstanding as of June 18, 2026.

2. Maximum Dollar Amount. The aggregate gross proceeds to the Company from all issuances made in reliance on this authorization will not exceed $50,000,000.

3. Maximum Discount. No shares will be issued or sold in reliance on this authorization at an effective price per share that reflects a discount of more than 20% to the Minimum Price (as defined in Nasdaq Listing Rule 5635(d)(1)(A)) determined as of the date of the signing of the applicable binding agreement; provided, that with respect to any committed equity facility under which the purchase price of shares is determined by reference to the market price of the Common Stock at the time of each individual sale, no shares will be sold at a per-share purchase price reflecting a discount of more than 15% to the applicable Reference Price for such sale. For this purpose, the “Reference Price” means a market-based reference price specified in the definitive agreement, which may be based on the traded price, the closing price, or the volume-weighted average price (“VWAP”) of the Common Stock — including the lowest, the average, or another specified measure of any of the foregoing — during a pricing period specified in the definitive agreement of not more than 5 trading days, in each case as reported on The Nasdaq Stock Market.

4. Maximum Commitment Fee. In connection with any committed equity facility entered into in reliance on this authorization, the Company may pay the investor a commitment fee not to exceed 2% of the total commitment amount, payable in cash, in shares of Common Stock (“Commitment Shares”), or a combination thereof. Any Commitment Shares will be valued for this purpose at the Minimum Price as of the date of the signing of the definitive agreement, will count against the Maximum Number of Shares in paragraph 1, and will be taken into account in determining compliance with the Floor Price in paragraph 7.

5. Purpose of the Transactions. The proceeds of any issuance made in reliance on this authorization will be used solely for the Financing Purpose described above.

6. Time Limitation. Consistent with Nasdaq Staff Interpretation Letter 2002-4, this authorization may be relied upon only for a transaction for which a definitive, binding agreement is executed and the transaction is completed within three (3) months following the date of stockholder approval of this Proposal. Any financing transaction requiring stockholder approval under Rule 5635(d) for which a binding agreement is not executed and completed within such three-month period will be separately submitted to stockholders for approval as required under the Nasdaq Listing Rules.

7. Floor Price for Variable-Priced Securities. Any securities issued in reliance on this authorization that have variable conversion, exercise or purchase prices, or that otherwise constitute “Future Priced Securities” within the meaning of Nasdaq IM-5635-4 (including purchases under any committed equity facility priced by reference to future market prices), will be subject to an absolute floor price: in no event will any shares of Common Stock be issued or sold, or be issuable upon conversion, exercise or settlement of any such security, at an effective price per share less than an amount equal to 20% of the Minimum Price (as defined in Nasdaq Listing Rule 5635(d)(1)(A)) determined as of the date of the signing of the applicable definitive agreement (the “Floor Price”). The Floor Price operates in addition to, and not in lieu of, the Maximum Discount described in paragraph 3 above. As a result of the Floor Price, the maximum number of shares of Common Stock issuable under any variable-priced security or facility entered into in reliance on this authorization is determinable and will not exceed the quotient obtained by dividing the maximum aggregate dollar commitment under the applicable agreement by the applicable Floor Price — and in all events will not exceed the Maximum Number of Shares set forth in paragraph 1 above.

Nature of the Contemplated Transaction

The Board anticipates that any financing undertaken in reliance on this authorization would take the form of a committed equity financing facility and/or a private placement with one or more institutional or accredited investors. Under a committed equity facility, the Company would have the right, but not the obligation, to direct the investor to purchase shares of Common Stock from time to time, in amounts and at times determined by the Company, at a purchase price determined by reference to the then-prevailing market price of the Common Stock, less an agreed discount not to exceed 15% as described in paragraph 3 above. The Company anticipates that it would pay the investor a commitment fee of up to 5% of the total commitment amount, in cash and/or Commitment Shares, as described in paragraph 4 above. The Company would expect to file a registration statement covering the resale of any shares sold under such a facility.

This authorization is limited to the specific transactions, within the specific parameters, described in this Proposal. It is not a rolling or evergreen authorization for future private offerings. If the terms of any proposed financing would exceed any of the maximum parameters described above, or if the structure of the financing would differ in any material respect from the description in this Proposal, the Company will not rely on this authorization and will instead seek separate stockholder approval to the extent required by the Nasdaq Listing Rules.

Future Priced Securities — Nasdaq IM-5635-4

Nasdaq’s Interpretive Material IM-5635-4 addresses “Future Priced Securities” — securities with variable conversion or purchase prices linked to a discount to the future market price of the underlying common stock — and applies to any security with variable conversion terms, including purchases under a committed equity facility. Because the number of shares issuable under such instruments floats inversely with the market price, the potential issuance is otherwise indeterminate, and Nasdaq evaluates compliance with Rule 5635(d) by assuming issuance at the lowest possible price. The Floor Price described in paragraph 7 above is intended to address this concern: because no shares may be issued below the Floor Price, the maximum potential issuance under any variable-priced instrument entered into in reliance on this authorization is fixed and calculable at the time of signing, and the Maximum Number of Shares and Maximum Discount parameters of this authorization remain determinable and enforceable. Any variable-priced instrument that does not contain the Floor Price, or that would permit issuances exceeding any parameter of this authorization, will not be issued in reliance on this authorization.

This Proposal Does Not Constitute Approval Under Nasdaq Listing Rule 5635(b)

Nasdaq Listing Rule 5635(b) separately requires stockholder approval prior to an issuance of securities that will result in a “change of control” of the Company, which Nasdaq generally interprets as occurring when an investor or group acquires, or has the right to acquire, 20% or more of the outstanding Common Stock or voting power and such ownership would represent the largest ownership position in the Company. Stockholders are not being asked to approve, and approval of this Proposal will not constitute approval of, any change of control under Rule 5635(b). The Company will require that any agreement entered into in reliance on this authorization contain a beneficial ownership limitation prohibiting the investor from acquiring shares to the extent that, after giving effect to such acquisition, the investor (together with its affiliates and any group members) would beneficially own in excess of a specified percentage of the outstanding Common Stock, which percentage will be either 4.99% or 9.99%, as set forth in the definitive agreement, and in no event will exceed 9.99%.

Potential Effects of This Proposal on Existing Stockholders

If this Proposal is approved and the Company completes one or more financings in reliance on this authorization, existing stockholders will experience significant dilution. Issuance of the maximum 20,000,000 shares authorized hereunder would represent approximately 1,120% of our currently outstanding Common Stock and would dilute the ownership and voting percentage of each existing stockholder accordingly. In addition:

●

Sales of shares under a committed equity facility, or the perception that such sales may occur, could cause the market price of our Common Stock to decline.

●

Because shares sold under a committed equity facility are priced at a discount to prevailing market prices at the time of each sale, the per-share price received by the Company may be substantially below the market price of the Common Stock on the date of this proxy statement, and below the price paid by existing stockholders for their shares. In a worst-case scenario, shares could be sold at the Floor Price — a price equal to 20% of the Minimum Price as of the signing of the definitive agreement.

●

Any Commitment Shares issued as a commitment fee will be issued without corresponding cash proceeds to the Company and will increase the effective cost of the facility, particularly if the Company draws less than the full commitment amount.

●

The Company cannot predict the actual number of shares that will be issued, the prices at which they will be issued, or the total proceeds that will be raised, because those amounts will depend on the market price of the Common Stock from time to time and on the Company’s election to draw on any facility.

Stockholders will not have preemptive rights with respect to any shares issued in reliance on this authorization, and no stockholder will have appraisal or dissenters’ rights in connection with this Proposal.

Consequences if This Proposal Is Not Approved

If stockholders do not approve this Proposal, the Company will be limited to issuing no more than 19.99% of its outstanding Common Stock in any transaction (or series of aggregated transactions) priced below the Minimum Price without first obtaining stockholder approval of the specific transaction. This limitation could delay the Company’s access to capital, require the Company to convene one or more additional stockholder meetings at significant expense, or cause the Company to forgo financing opportunities, any of which could have a material adverse effect on the Company’s liquidity, business and prospects.

Interests of Directors and Executive Officers

No director or executive officer of the Company has any substantial interest, direct or indirect, in this Proposal, other than in their capacity as stockholders of the Company. No officer, director, employee or consultant of the Company will be permitted to participate in any financing made in reliance on this authorization.

Vote Required

Stockholder approval of this Proposal 6 requires a “FOR” vote from the stockholders representing a majority of the votes cast on the matter.

Board Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL NO. 6.

Proposal 7: Approval of any Adjournments of the Annual Meeting for the Purpose of Soliciting Additional Proxies if There are not Sufficient Votes at the Annual Meeting to Approve Proposals 1, 2, 3, 4, 5, or 6 or to Establish a Quorum

General

In addition to the Director Election Proposal, the Auditor Ratification Proposal, and the Inducement Warrant Exercise Proposal, our stockholders are also being asked to approve one or more adjournments of the Annual Meeting, if necessary or appropriate, to solicit additional proxies in favor of any or all of the Director Election Proposal or the Inducement Warrant Exercise Proposal, if there are insufficient votes at the time of such adjournment to approve and adopt any or all of such proposals or to establish a quorum. If the Adjournment Proposal is approved, the Annual Meeting could be successively adjourned to another date. In addition, the Board could postpone the Annual Meeting before it commences, whether for the purpose of soliciting additional proxies or for other reasons. If the Annual Meeting is adjourned for the purpose of soliciting additional proxies, stockholders who have already submitted their proxies will be able to revoke them at any time prior to their exercise at the adjourned meeting.

Interest of Certain Persons in Matters to Be Acted Upon

Our directors who are nominees for election at the Annual Meeting have a personal interest in Proposal 7 to the extent that approval of Proposal 7 would permit adjournment of the Annual Meeting for the purpose of soliciting additional proxies in favor of the Director Election Proposal. Other than as described above, no director or executive officer has any substantial interest, direct or indirect, by security holdings or otherwise, in Proposal 7 that is not shared by all of our other stockholders.

Required Vote

If a quorum is represented at the Annual Meeting, Proposal 7 will be approved if the number of votes cast “FOR” this proposal exceeds the number of votes cast “AGAINST” this proposal by holders present virtually or represented by proxy and entitled to vote at the Annual Meeting.

If a quorum is not represented at the Annual Meeting, Proposal 7 will be approved if holders of a majority of the outstanding shares of our common stock present virtually or represented by proxy and entitled to vote at the Annual Meeting vote “FOR” Proposal 7.

OUR BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” ONE OR MORE ADJOURNMENTS OF THE ANNUAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE DIRECTOR ELECTION PROPOSAL AND THE INDUCEMENT WARRANT EXERCISE PROPOSAL, IF THERE ARE NOT SUFFICIENT VOTES AT THE ANNUAL MEETING TO APPROVE AND ADOPT THESE PROPOSALS OR TO ESTABLISH A QUORUM.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

INDEPENDENCE OF THE BOARD OF DIRECTORS

The listing rules of Nasdaq require us to maintain a Board comprised of a majority of independent directors, as determined affirmatively by our Board. In addition, the Nasdaq listing rules require that, subject to specified exceptions, each member of our Audit, Compensation and Nominating and Governance Committees must be independent. Audit Committee members and Compensation Committee members must also satisfy the independence criteria set forth in Rule 10A-3 and Rule 10C-1, respectively, under the Exchange Act. Under the Nasdaq listing rules, a director will only qualify as an “independent director” if, in the opinion of our Board, the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out his or her responsibilities.

Our Board has undertaken a review of the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that none of Trent Davis, Rebecca Messina, Barbara Ryan, and Matthew Szot, representing four of our five current directors, has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that they each are an “independent director” as that term is defined under the Nasdaq listing rules. Mr. Shum is not considered independent due to his position as our Chief Executive Officer.

BOARD LEADERSHIP STRUCTURE

The Board does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board. The Board believes it is in stockholders’ best interest that such determination be made based on the position and direction of the Company and the membership of the Board.

There are no family relationships among any of our directors and executive officers.

ROLE OF THE BOARD IN RISK OVERSIGHT

One of the key functions of our Board is informed oversight of our risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various standing committees of our Board that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure and our Audit Committee is responsible for considering and discussing our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Board monitors compliance with legal and regulatory requirements and the effectiveness of our corporate governance practices, including whether they are successful in preventing illegal or improper liability-creating conduct. Our Board is responsible for overseeing our risk management efforts generally, including (i) the allocation of risk management functions among our Board and its committees, and (ii) assessing and monitoring whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Our Board periodically reviews its general process for the oversight of risk management.

MEETINGS OF THE BOARD OF DIRECTORS

During 2025, our Board held six meetings. The Board acted by unanimous written consent on 29 occasions in 2025.

Each Board member attended 97% of the meetings in 2025.

INFORMATION REGARDING COMMITTEES OF THE BOARD OF DIRECTORS

Audit Committee

Our Audit Committee is currently comprised of Matthew Szot (Chairman), Rebecca Messina, and Barbara Ryan. Each of the members of our Audit Committee is an independent director under the Nasdaq listing rules, satisfies the additional independence criteria for Audit Committee members and satisfies the requirements for financial literacy under the Nasdaq listing rules and Rule 10A-3 of the Exchange Act, as applicable.

Our Board has also determined that Mr. Szot qualifies as an “audit committee financial expert” within the meaning of the applicable rules and regulations of the SEC and satisfies the financial sophistication requirements of the Nasdaq listing rules.

Our Audit Committee oversees our corporate accounting and financial reporting process and assists our Board in monitoring our financial systems and our legal and regulatory compliance. Our Audit Committee also:

	●	oversees the work of our independent auditors;
	●	approves the engagement, discharge and compensation of our independent auditors;
	●	approves engagements of the independent auditors to render any audit or permissible non-audit services;
	●	reviews the qualifications, independence and performance of the independent auditors;
	●	reviews our financial statements and our critical accounting policies and estimates;
	●	reviews the adequacy and effectiveness of our internal controls;
	●	reviews our policies with respect to risk assessment and risk management;
	●	reviews and monitors our policies and procedures relating to related person transactions; and
	●	reviews and discusses with management and the independent auditors the results of our annual audit, our quarterly financial statements and our publicly filed reports.

Our Audit Committee operates under a written charter approved by our Board that satisfies the applicable rules and regulations of the SEC and the listing requirements of Nasdaq. The charter is available on the corporate governance section of our website, which is located at www.invofertility.com. This committee held six meetings in 2025.

Report of the Audit Committee of the Board of Directors

The Audit Committee reviewed, and discussed with management and WithumSmith+Brown, PC, the Company’s independent registered public accounting firm, the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2025. The Audit Committee received, reviewed and discussed (i) the written disclosures and communications from WithumSmith+Brown, PC regarding relationships, if any, which might impair WithumSmith+Brown, PC’s independence from management and the Company, and (ii) all required communications pertaining to the conduct of the audit, including any difficulties encountered in the course of the audit work, any restrictions on the scope of activities or access to requested information, and any significant disagreements with management. Based on the foregoing, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and filed with the Securities and Exchange Commission on June 2, 2026. The report of the Audit Committee was delivered on June 1, 2026.

The material in this Audit Committee report is not “soliciting material,” is not deemed “filed” with the Commission and is not to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Compensation Committee

Our Compensation Committee is currently comprised of Ms. Ryan (Chairman), Mr. Davis, and Mr. Szot.

The Compensation Committee oversees our compensation policies, plans and programs, and reviews and determines the compensation to be paid to our executive officers and directors. In addition, the Compensation Committee has the authority to act on behalf of the Board in fulfilling the Board’s responsibilities with respect to compensation-based and related disclosures in filings as required by the SEC. Our Compensation Committee operates under a written charter approved by our Board that satisfies the applicable rules and regulations of the SEC and the listing requirements of Nasdaq. The charter is available on the corporate governance section of our website, which is located at www.invofertility.com. This committee held one meeting during 2025.

Nominating and Governance Committee

Our Nominating and Governance Committee is currently comprised of Mr. Davis (Chairman), Ms. Messina, and Ms. Ryan.

The Nominating and Governance Committee (i) oversees our corporate governance functions on behalf of the Board; (ii) makes recommendations to the Board regarding corporate governance issues; (iii) identifies and evaluates candidates to serve as our directors consistent with the criteria approved by the Board and reviews and evaluates the performance of the Board; (iv) serves as a focal point for communication between director candidates, non-committee directors and management; (v) selects, or recommends to the Board for selection, director candidates and nominees; and (vi) makes other recommendations to the Board regarding matters relating to our directors. Our Nominating and Governance Committee operates under a written charter approved by our Board that satisfies the applicable rules and regulations of the SEC and the listing requirements of Nasdaq. The charter is available on the corporate governance section of our website, which is located at www.invofertility.com. This committee held one meeting during in 2025.

The Nominating and Governance Committee believes that candidates for director should have certain minimum qualifications, which are discussed above in “Questions and Answers About These Proxy Materials and Voting.” The Nominating and Governance Committee also takes these minimum qualifications into account in identifying and evaluating director nominees, including nominees recommended by stockholders. In identifying director nominees, the Nominating and Governance Committee strives for a diverse mix of backgrounds and expertise that enhances the ability of the directors collectively to understand the issues facing the Company and to fulfill the responsibilities of the Board and its committees.

STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Any interested party may communicate in writing with any particular director, any committee of the Board, or the directors as a group, by sending such written communication to our Corporate Secretary at our principal executive offices at 5582 Broadcast Court, Sarasota, FL 34240. Copies of written communications received at such address will be provided to the Board or the relevant director unless such communications are considered, in the reasonable judgment of our Corporate Secretary, to be of a purely marketing nature or inappropriate for submission to the intended recipient(s). The Corporate Secretary or his designee may analyze and prepare a response to the information contained in communications received and may deliver a copy of the communication to other Company staff members or agents who are responsible for analyzing or responding to complaints or requests. Communications concerning potential director nominees submitted by any of our stockholders will be forwarded to the chairman of the Nominating and Governance Committee.

COMPENSATION RECOVERY AND CLAWBACK POLICIES

On October 2, 2023, our Board of Directors adopted a Clawback Policy to comply with the SEC Rule 10D-1 and Nasdaq Listing Rule 5608. The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive compensation from our current and former officers as defined in SEC Rule 10D-1 (“Covered Officers”) in the event we are required to prepare an accounting restatement as specified in the Clawback Policy. Under the Clawback Policy, the Board may recoup from the Covered Officers erroneously awarded incentive compensation received within a lookback period of the three completed fiscal years preceding the date on which we are required to prepare a “covered” accounting restatement. The Clawback Policy is effective as of October 2, 2023.

On June 1, 2026, we determined that our previously issued financial statements as of and for the periods ended March 31, 2025, June 30, 2025, and September 30, 2025 and the respective periods then ended (collectively, the “Previous Financial Statements”) needed to be restated as a result of an internal review. We identified the following errors in the Previous Financial Statements: (i) incorrect classification of Series C-1 Preferred Stock, which should have been classified as mezzanine equity in the first quarter of 2025; (ii) incorrect classification of Series C-2 Preferred Stock, which should have been classified as mezzanine equity in the second quarter of 2025; (iii) incorrect treatment of a convertible debenture containing an embedded derivative which should have been bifurcated; (iv) the incorrect recognition of a gain on settlement and corresponding reduction to liabilities in connection with a binding term sheet entered into during the second quarter of 2025; (v) the incorrect equity classification of common stock purchase warrants issued pursuant to a warrant inducement transaction during the second quarter of 2025, which should have been classified as a liability; and (vi) the incorrect accounting treatment of an amendment to a promissory note entered into during the third quarter of 2025, which should have been accounted for as a debt extinguishment under Accounting Standards Codification 470-50 (collectively, the “2025 Financial Statement Errors”).

On June 1, 2026, our Audit Committee, after considering the recommendations of management, concluded that our Previous Financial Statements should no longer be relied upon. We restated the Previous Financial Statements in our Annual Report on Form 10-K filed with the SEC on June 2, 2026.

Our Compensation Committee conducted a recovery analysis under the Clawback Policy and determined that, due to the limited impact of the accounting error, the compensation received by our executives during the lookback period would have been the same as if it had calculated based on the restated financial statements. The 2025 Financial Statement Errors did not impact our revenue or loss from operations and have not resulted in any change to the our business plan or operations.

The Compensation Committee determined that no erroneously awarded incentive compensation was subject to recovery under our Clawback Policy.

CODE OF CONDUCT AND ETHICS FOR EMPLOYEES, EXECUTIVE OFFICERS, AND DIRECTORS

We have adopted a Code of Business Conduct and Ethics (“Code of Conduct”) applicable to all our employees, executive officers and directors. The Code of Conduct is available on our website at www.invofertility.com, under the “Corporate Governance” heading of the “Investors” section. The Nominating and Governance Committee of our Board is responsible for overseeing the Code of Conduct and must approve any waivers of the Code of Conduct for employees, executive officers and directors. We expect that any amendments to the Code of Conduct, or any waivers of its requirements, will be disclosed on our website.

INSIDER ADOPTION OR TERMINATION OF TRADING ARRANGEMENTS

During the fiscal quarter ended December 31, 2025, none of our directors or officers informed us of the adoption, modification, or termination of a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as such terms are defined in Item 408 of Regulation S-K.

INSIDER TRADING POLICY

We have adopted an Insider Trading Policy that governs the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees. The Insider Trading Policy is designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us.

GRANTS MADE CLOSE IN TIME TO THE RELEASE OF MATERIAL NONPUBLIC INFORMATION

We do not have any policies and practices on the timing of awards of stock options or other equity grants in relation to the disclosure of material nonpublic information. In 2025, we did not award any stock options or other equity grants to any executive officer in the period beginning four business days before the filing of any periodic report on Form 10-Q or 10-K or the filing or furnishing of a current report on Form 8-K that disclosed material non-public information and ending one business day after the filing or furnishing of such report.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires our officers and directors to file with the SEC reports of ownership on Form 3 and changes in ownership on Form 4 and Form 5. Officers and directors are required by Commission regulations to furnish to us copies of all Section 16(a) forms they file. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, to our knowledge all Section 16(a) filing requirements applicable to our officers and directors were timely filed during the fiscal year ended December 31, 2025, except for the following: Mr. Shum filed a late Form 4 on October 3 2025 to report a stock option granted to him on August 26, 2025. The late filing was due to administrative issues relating to the Mr. Shum’s enrollment in EdgarNext.

EXECUTIVE OFFICERS

The following table sets forth information concerning our executive officers:

NAME	AGE	POSITION
Mr. Steven Shum	55	Director, Chief Executive Officer
Ms. Terah Krigsvold	43	Chief Financial Officer
Mr. Andrea Goren	58	Chief Business Officer

Information with respect to Mr. Shum is set forth above in “Nominees for Directors.”

Terah Krigsvold. Ms. Krigsvold, 43, is our Chief Financial Officer, a position she has held since December 30, 2025. Prior to her appointment as CFO, Ms. Krigsvold served as Controller of the Company from December 2020. Before joining INVO Fertility, Ms. Krigsvold served as Controller at Eastside Distilling, Inc. (Nasdaq: EAST), a publicly traded company in the craft spirits industry. She also held a revenue accounting role at the Oregon Liquor Control Commission. Ms. Krigsvold holds a Bachelor of Science and Master of Science in Accounting from Western Governors University.

Andrea Goren. Mr. Goren, 58, is our Chief Business Officer, a position he has held since December 30, 2025. Mr. Goren previously served as our Chief Financial Officer from June 2021 until December 30, 2025 and before that, he was an advisor to the CEO of the Company from July 2020. Mr. Goren has served as managing director and CFO of Phoenix Group, a New York City-based private equity firm specializing in micro-cap and nano-cap public companies. In that capacity, Mr. Goren served from 2011 to 2021 as CFO of iSign Solutions Inc., an electronic signature software company, and on the board of Xplore Technologies Corp. (ticker: XPLR), a leading provider of rugged Tablet PCs that was acquired by Zebra Technologies in 2018. He served as vice president of Shamrock Group, an arm of Roy Disney’s holding company focused on private equity and venture capital investments in London; and was a director at New York City-based Madison Capital Group, a corporate advisory firm focused on U.S. / European Union cross border transactions. Mr. Goren holds a Bachelor of Arts degree from Connecticut College in New London, Connecticut, and an MBA from the Columbia Business School in New York City.

EXECUTIVE AND DIRECTOR COMPENSATION

Summary Compensation Table

The following Summary Compensation Table sets forth, for the years indicated, all cash compensation paid, distributed or accrued for services, including salary and bonus amounts, rendered in all capacities by the Company’s “named executive officers” for SEC reporting purposes.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($)			Bonus ($)		Stock Awards ($)		Option Awards ($)			All other Compensation ($)			Total ($)

Steven Shum	2025		278,757			75,000		-		52,106	(2)		25,000	(3)		430,863
Chief Executive Officer (1)	2024		260,000	(4)		-		-		-			-			260,000

Terah Krigsvold	2025		250,000	(5)		50,000		-		36,474			-			336,474
Chief Financial Officer

Andrea Goren	2025		218,761			20,000		-		43,769	(6)		-			282,530
Chief Business Officer	2024		215,000	(7)		-		-		-			-			215,000
Former Chief Financial Officer

Dr. Daniel Teper	2025		260,000	(10)		-		-		-			-			260,000
Former President (8)(9)	2024		137,548	(10)		-		-		-			-			137,548

Michael Campbell
Former Chief Operating Officer (11)	2024		192,500	(12)		-		-		-			-			192,500

(1)	Mr. Shum did not receive any additional compensation for being a member of the board.
(2)	Amounts reflect the aggregate grant date fair value of the 1,250 shares of common stock underlying the stock option on the date of grant without regards to forfeitures, computed in accordance with ASC 718. This amount does not reflect the actual economic value realized by Mr. Shum. The options issued to Mr. Shum provide for equal quarterly vesting over a 3-year period based on continued employment during that time.
(3)	Amounts reflect accrued time off paid out in 2025.
(4)	As of December 31, 2024, Mr. Shum deferred $69,540 of his salary which was repaid in 2025.

(5)	Amounts reflect compensation for Ms. Krigsvold’s position as controller.
(6)	Amounts reflect the aggregate grant date fair value of the 1,050 shares of common stock underlying the stock option on the date of grant without regards to forfeitures, computed in accordance with ASC 718. This amount does not reflect the actual economic value realized by Mr. Goren. The options issued to Mr. Goren provide for equal quarterly vesting over a 3-year period based on continued employment during that time.
(7)	As of December 31, 2024, Mr. Goren deferred $51,948 of his salary which was repaid in 2025.
(8)	Effective May 28, 2025, as part of the divesture of NAYA Therapeutics, Inc., Dr. Teper resigned as president of the Company.
(9)	Dr. Teper became president of the Company effective October 11, 2024. All amounts for 2024 are from October 11, 2024, through December 31, 2024.
(10)	Dr. Teper’s deferred his 2024 salary of $137,548 and 2025 salary of $260,000. These deferrals amounts were assumed by NAYA Therapeutics, Inc as part of the divesture. No portion of Dr. Teper’s 2024 or 2025 salary was paid by the Company.
(11)	Effective November 15, 2024, Mr. Campbell retired from the Company, and Mr. Campbell and the Company mutually agreed to terminate his employment agreement.
(12)	As of December 31, 2024, Mr. Campbell deferred $194,323 of his salary which was repaid in 2025.

Narrative Disclosure to Summary Compensation Table

Except as otherwise described below, there are no compensatory plans or arrangements, including payments to be received from the Company with respect to any named executive officer, that would result in payments to such person because of his resignation, retirement, or other termination of employment with the Company, or our subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of the Company.

OUTSTANDING EQUITY AWARDS AT END OF 2025

The following table provides information about outstanding stock options issued by the Company held by each of our NEOs as of December 31, 2025.

	Option Awards							Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date	Number of Shares of Stock That Has Not Yet Vested		Market Value of Stock that has not Yet Vested
Steve Shum		277		788		44.80-182,325.01	12/05/30-08/25/35		-		-
Terah Krigsvold		227		656		44.80-88,416	01/3/31-08/25/35		-		-
Andrea Goren		1,259		122		44.80-165,888.00	08/10/30-08/25/35		-		-

Employment Agreements

Steven Shum

On October 16, 2019, the Company entered into an employment agreement with Steven Shum (the “Shum Employment Agreement”), pursuant to which Mr. Shum serves as chief executive officer on an at-will basis at an annual base salary of $260,000. The Shum Employment Agreement provided for a performance bonus of $75,000 upon a successful up-listing to the Nasdaq Stock Market, with all other bonuses to be determined by the Board in its sole discretion. This option vested monthly over its 3-year term. Pursuant to the Shum Employment Agreement, Mr. Shum is also entitled to customary benefits, including health insurance and participation in employee benefit plans. The Shum Employment Agreement provides that if Mr. Shum is terminated without cause (as defined in the Shum Employment Agreement) or he resigns his employment due to a constructive termination (as defined in the Shum Employment Agreement) then he will be entitled to receive, as severance, (a) 12 month’s base salary continuation, (b) 6 months reimbursement of payments for continuing health coverage, pursuant to COBRA, and (c) continued vesting of his shares for a period of 6 months following such employment termination.

Terah Krigsvold

On December 30, 2025, the Company entered into an amended and restated employment agreement with Terah Krigsvold (the “Krigsvold Employment Agreement”), pursuant to which Ms. Krigsvold was hired as the Company’s chief financial officer. The Krigsvold Employment Agreement provides for an annual base salary of $250,000 and a target annual incentive bonus of up to 50% of base salary if the Company achieves goals and objectives determined by the Board. In addition to her base salary and performance bonus, Ms. Krigsvold is also entitled to customary benefits, including health insurance and participation in employee benefit plans. The Krigsvold Employment Agreement provides that if the Company terminates Ms. Krigsvold’s employment without “Cause,” Ms. Krigsvold terminates the Krigsvold Employment Agreement for “Good Reason,” or Ms. Krigsvold terminates the Krigsvold Employment Agreement due to a “Change of Control” (each as defined in the Krigsvold Employment Agreement), then she will continue to receive her base salary for six months after termination. The Company may terminate the Krigsvold Employment Agreement without “Cause” on 30 days’ notice.

Andrea Goren

On June 14, 2021, the Company entered into an employment agreement with Andrea Goren (the “Goren Employment Agreement”), pursuant to which Mr. Goren was hired as the Company’s chief financial officer. The Goren Employment Agreement provides for an annual base salary of $215,000 and a target annual incentive bonus of up to 50% of base salary if the Company achieves goals and objectives determined by the Board. Mr. Goren is also entitled to customary benefits, including health insurance and participation in employee benefit plans. The Goren Employment Agreement provides that if Mr. Goren terminates the Goren Employment Agreement for “cause” (as defined in the Goren Employment Agreement) or the Company terminates the Goren Employment Agreement without “cause,” then he will continue to receive his base salary for three months after termination and certain insurance benefits for twelve months after termination. The Company may terminate the Goren Employment Agreement without “cause” on 30 days’ notice.

On December 30, 2025, the Company entered into an amendment to the Goren Employment Agreement with Mr. Goren (the “Goren Amendment”), pursuant to which Mr. Goren’s employment was amended to reflect his change in role from chief financial officer to chief business officer and a base salary of $250,000. The Goren Amendment further provides that if Mr. Goren terminates the Goren Employment Agreement for “cause” (as defined in the Goren Employment Agreement) or the Company terminates the Goren Employment Agreement without “cause,” then he will continue to receive his base salary for six months after termination.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

If Mr. Shum is involuntarily terminated without cause or constructively terminated (in each case, as defined in the Shum Employment Agreement), then he is entitled to twelve months’ severance and continued vesting of his shares for a period of six months following termination.

If Ms. Krigsvold (i) is terminated without “Cause,” (ii) terminates the Krigsvold Employment Agreement for “Good Reason,” or (iii) terminates the Krigsvold Employment Agreement due to a “Change of Control” then she will continue to receive her base salary for six months after termination.

If (i) Mr. Goren terminates his employment agreement for cause, (ii) the Company provides notice not to renew his employment agreement on any anniversary date, or (iii) the Company terminates his employment agreement without cause, then he is entitled to six months’ severance and twelve months insurance benefits.

The following table sets forth quantitative information with respect to potential payments to be made to Mr. Shum, Ms. Krigsvold, and Mr. Goren upon termination in various circumstances. The potential payments are based on the terms of each of the employment agreements discussed above. For a more detailed description of the employment agreements, see the “Employment Agreements” section above.

Name	Potential Payment Upon Termination
	($)			Option Awards (#)
Steven Shum	$	310,000	(1)		788	(2)
Terah Krigsvold	$	125,000	(3)		656	(4)
Andrea Goren	$	125,000	(5)		938	(6)

(1)	Mr. Shum is entitled to twelve months’ severance at the then applicable base salary rate. Mr. Shum’s current base salary is $310,000 per annum.

(2)	Represents the number of unvested options at December 31, 2025. Mr. Shum’s options vest quarterly over a one year period. At December 31, 2025, there were three quarters remaining in his vesting schedule. The potential payment of shares subject to Mr. Shum’s unvested options will reduce every quarter as his options vest and the value of his unvested options will be based on our market price at such time.
(3)	Ms. Krigsvold is entitled to six months’ severance at the then applicable base salary rate. Ms. Krigsvold’s current base salary is $250,000 per annum.
(4)	Represents the number of unvested options at December 31, 2025. Ms. Krigsvold’s options vest quarterly over a one year period. At December 31, 2025, there were three quarters remaining in her vesting schedule. The potential payment of shares subject to Ms. Krigsvold’s unvested options will reduce every quarter as her options vest and the value of her unvested options will be based on our market price at such time.
(5)	Mr. Goren is entitled to six months’ severance at the then applicable base salary rate. Mr. Goren’s current base salary is $250,000 per annum.
(6)	Represents the number of unvested options at December 31, 2025. Mr. Goren’s options vest quarterly over a one year period. At December 31, 2025, there were three quarters remaining in his vesting schedule. The potential payment of shares subject to Mr. Goren’s unvested options will reduce every quarter as his options vest and the value of his unvested options will be based on our market price at such time.

Disclosure of Equity Awards Based on Material Nonpublic Information: None

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and certain financial performance metrics. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how we or the Compensation Committee view the link between financial performance and the compensation actually received or realized by our named executive officers. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

The table below presents information on the compensation of our Chief Executive Officer and other named executive officers in comparison to certain performance metrics for 2025, 2024, and 2023. These metrics are not those that the Compensation Committee uses when setting executive compensation. The use of the term Compensation Actually Paid (“CAP”) is required by the rules and regulations of the SEC, and under such rules, CAP was calculated by adjusting the Summary Compensation Table (“SCT”) Total values for the applicable year as described in the footnotes to the table.

Year	Summary Compensation Table Total for PEO ($) (1)(2)		Compensation Actually Paid to PEO ($) (3)		Average Summary Compensation Table Total for Non-PEO NEOs ($) (1)(2)		Average Compensation Actually Paid to Non-PEO NEOs ($) (3)		Value of Initial Fixed $100 Investment Based On Total Shareholder Return ($)		Net Loss ($)
(a)	(b)		(c)		(d)		(e)		(f)		(g)
2025		430,863		389,579		180,843		174,084		0.03		(23,323,054	)
2024		260,000		256,230		181,683		179,718		9.56		(9,053,676	)
2023		232,675		202,076		222,131		200,322		15.93		(8,034,612	)

(1)
(2)
(3)	The amounts shown have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by the Company’s PEO and non-PEO NEOs. In accordance with the requirements of Item 402(v) of Regulation S-K, adjustments were made to Mr. Shum’s total compensation, or the average total compensation of the non-PEO NEOs, as applicable, as described in the tables below.

(1)

The Principal Executive Officer (“PEO”) information reflected in columns (b) and (c) relates to our CEO, Steven Shum. The non-Principal Executive Officer (“non-PEO”) NEOs information reflected in columns (d) and (e) above relates to our CFO Terah Krigsvold, our Chief Business Officer, Andrea Goren, our former President Dr. Daniel Teper, and our former COO Michael Campbell.

(2)

The amounts shown in this column are the amounts of total compensation reported for Steven Shum or the average total compensation reported for the non-PEO NEOs, as applicable, for each corresponding year in the “Total” column of the Summary Compensation. Please refer to “Executive Compensation—Compensation Tables—Summary Compensation Table.”

(3)

The amounts shown have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by the Company’s PEO and non-PEO NEOs. In accordance with the requirements of Item 402(v) of Regulation S-K, adjustments were made to Mr. Shum’s total compensation, or the average total compensation of the non-PEO NEOs, as applicable, as described in the tables below.

PEO SCT Total to CAP Reconciliation

Year	Summary Compensation Total ($)		Less Stock Awards ($)		Less Option Awards ($)		Fair Value Adjustments to SCT Total ($)			CAP ($)
2025		430,863		-		52,106		10,822			389,579
2024		260,000		-		-		(3,770	)		256,230
2023		232,675		-		30,800		201			202,076

Average Non-PEO NEOs SCT Total to CAP Reconciliation

Year	Summary Compensation Total ($)		Less Stock Awards ($)		Less Option Awards ($)			Fair Value Adjustments to SCT Total ($)			CAP ($)
2025		180,843		-		(14,590	)		7,831			174,084
2024		181,683		-		-			(1,965	)		179,718
2023		222,131		-		25,256			3,447			200,322

PEO Equity Component of CAP

Year	Fair Value of Current Year Equity Awards at December 31, ($)		Change in Fair Value of Prior Years’ Awards Unvested at December 31, ($)			Change in Fair Value of Current Years’ Awards Vested through the Year Ended December 31, ($)		Change in Fair Value of Prior Years’ Awards Vested through the Year Ended December 31, ($)			Equity Value Included in CAP ($)
	(a)		(b)			(c)		(d)			(e) = (a)+(b)+(c)+(d)
2025		1,613		-			10,519		(1,310	)		10,822
2024		-		(937	)		-		(2,833	)		(3,770	)
2023		4,448		(4,214	)		5,574		(5,607	)		201

Average Non-PEO NEOs Equity Component of CAP

Year	Fair Value of Current Year Equity Awards at December 31, ($)		Change in Fair Value of Prior Years’ Awards Unvested at December 31, ($)			Change in Fair Value of Current Years’ Awards Vested through the Year Ended December 31, ($)		Change in Fair Value of Prior Years’ Awards Vested through the Year Ended December 31, ($)			Equity Value Included in CAP ($)
	(a)		(b)			(c)		(d)			(e) = (a)+(b)+(c)+(d)
2025		1,088		-			7,096		(354	)		7,831
2024		-		(512	)		-		(1,453	)		(1,965	)
2023		3,648		(3,293	)		4,570		(1,478	)		3,447

Compensation of Directors

DIRECTOR COMPENSATION TABLE

Name	Year	Fees earned or paid in cash ($)			Stock awards ($)		Option awards ($)		All other compensation ($)		Total ($)

Trent Davis	2025		53,750	(1)		-		46,895		-		100,645
	2024		42,500	(1)		-		-		-		42,500

Barbara Ryan	2025		62,500	(2)		-		46,895		-		109,395
	2024		52,500	(2)		-		-		-		52,500

Matthew Szot	2025		60,000	(3)		-		46,895		-		106,895
	2024		47,500	(3)		-		-		-		47,500

Rebecca Messina	2025		48,750	(4)		-		46,895		-		95,645
	2024		42,500	(4)		-		-		-		42,500

(1)	As of December 31, 2024, Mr. Davis deferred a cumulative total $66,825 of fees earned which were paid in 2025.
(2)	As of December 31, 2024, Ms. Ryan deferred a cumulative total $91,675 of fees earned which were paid in 2025.
(3)	As of December 31, 2024, Mr. Szot deferred a cumulative total $92,325 of fees earned which were paid in 2025.
(4)	As of December 31, 2024, Ms. Messina deferred a cumulative total $74,000 of fees earned which were paid in 2025.

Director Compensation Program

Our current director compensation program is designed to align our director compensation program with the long-term interests of our stockholders by implementing a program comprised of cash and equity compensation.

In setting director compensation, we consider the amount of time that directors expend in fulfilling their duties to the Company as well as the skill level and experience required by our Board. We also consider board compensation practices at similarly situated companies, while keeping in mind the compensation philosophy of us and the stockholders’ interests. The directors also receive reimbursement for expenses, including reasonable travel expenses to attend board and committee meetings, reasonable outside seminar expenses, and other special board related expenses.

Limitations on Liability and Indemnification

We are a Nevada corporation and generally governed by the Nevada Private Corporations Code, Title 78 of the NRS.

Section 78.138 of the NRS provides that, unless the corporation’s articles of incorporation provide otherwise, a director or officer will not be individually liable unless it is proven that (i) the director’s or officer’s acts or omissions constituted a breach of his or her fiduciary duties, and (ii) such breach involved intentional misconduct, fraud, or a knowing violation of the law. Our articles of incorporation provide the personal liability of our directors is eliminated to the fullest extent permitted under the NRS.

Section 78.7502 of the NRS permits a company to indemnify its directors and officers against expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with a threatened, pending, or completed action, suit, or proceeding, if the officer or director (i) is not liable pursuant to NRS 78.138, or (ii) acted in good faith and in a manner the officer or director reasonably believed to be in or not opposed to the best interests of the corporation and, if a criminal action or proceeding, had no reasonable cause to believe the conduct of the officer or director was unlawful. Section 78.7502 of the NRS requires a corporation to indemnify a director or officer that has been successful on the merits or otherwise in defense of any action or suit. Section 78.7502 of the NRS precludes indemnification by the corporation if the officer or director has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court determines that in view of all the circumstances, the person is fairly and reasonably entitled to indemnity for such expenses and requires a corporation to indemnify its officers and directors if they have been successful on the merits or otherwise in defense of any claim, issue, or matter resulting from their service as a director or officer.

Section 78.751 of the NRS permits a Nevada company to indemnify its officers and directors against expenses incurred by them in defending a civil or criminal action, suit, or proceeding as they are incurred and in advance of final disposition thereof, upon determination by the stockholders, the disinterested board members, or by independent legal counsel. If so provided in the corporation’s articles of incorporation, bylaws, or other agreement, Section 78.751 of the NRS requires a corporation to advance expenses as incurred upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that such officer or director is not entitled to be indemnified by the company. Section 78.751 of the NRS further permits the company to grant its directors and officers’ additional rights of indemnification under its articles of incorporation, bylaws, or other agreement.

Section 78.752 of the NRS provides that a Nevada company may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee, or agent of the company, or is or was serving at the request of the company as a director, officer, employee, or agent of another company, partnership, joint venture, trust, or other enterprise, for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee, or agent, or arising out of his status as such, whether or not the company has the authority to indemnify him against such liability and expenses.

Our articles of incorporation provide for indemnification of our officers and directors to the fullest extent permissible under Nevada General Corporation Law, in accordance with the Company’s Bylaws. Our Bylaws provide for indemnification of our officers and directors to the fullest extent not prohibited by the Nevada; provided however, that the Company may modify the extent of such indemnification by individual contracts with its directors and officers; and provided, further, that the Company shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law; (ii) the proceeding was authorized by the board of directors; (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the corporation under the Nevada General Corporation Law or; (iv) such indemnification is a result of the enforcement of a contractual right.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table shows information regarding our equity compensation plans as of December 31, 2025.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)			Weighted average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (c)
Equity compensation plans approved by security holders (1)		9,123	(2)	$	563.91		872
Equity compensation plans not approved by security holders		-			-		-
Total

SEC Form PRE 14A filed by INVO Fertility Inc.