INVO Fertility (IVF) Proxy Filing summary

Executive summary

• Special Meeting scheduled for January 22, 2026, to vote on key corporate proposals, including auditor ratification, warrant issuance, increase in authorized shares, stock plan amendment, and potential adjournment for further proxy solicitation.

• Board recommends approval of all proposals, citing strategic flexibility, compliance with Nasdaq rules, and alignment of employee incentives.

• Recent change in independent auditor from M&K CPAS, PLLC to WithumSmith + Brown, PC, with no disagreements or reportable events noted.

Voting matters and shareholder proposals

• Ratification of WithumSmith + Brown, PC as independent auditor for fiscal year 2025.

• Approval to issue up to 4,733,728 shares upon exercise of a warrant from a recent private placement, plus any additional shares due to adjustment events.

• Amendment to increase authorized common stock from 6,250,000 to 250,000,000 shares.

• Amendment to the 2019 Stock Incentive Plan to increase shares available for issuance to 1,000,000.

• Approval of adjournments to solicit additional proxies if needed.

Board of directors and corporate governance

• Directors and executive officers collectively own approximately 0.72% of outstanding voting capital.

• Board and committee members receive a mix of cash and equity compensation, with deferred fees paid in the following year.

• Indemnification and liability limitations for directors and officers are provided under Nevada law and company bylaws.