INVO Fertility (IVF) Proxy Filing summary

Executive summary

• Special Meeting scheduled for January 22, 2026, to vote on key proposals including auditor ratification, warrant issuance, increase in authorized shares, amendment to the stock incentive plan, and potential adjournments if needed.

• Only common stockholders as of December 8, 2025, are eligible to vote; Series C-2 Preferred Stock holders are excluded.

• Board recommends voting in favor of all proposals, citing business flexibility, growth initiatives, and alignment with Nasdaq requirements.

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 December 2025 private placement, plus any additional shares from 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 available shares to 1,000,000, about 10% of fully diluted shares.

• Approval of adjournments to solicit more proxies if necessary.

Board of directors and corporate governance

• Directors and executive officers collectively own about 0.72% of outstanding voting capital and intend to vote in favor of all proposals.

• Board has authority to amend or terminate the stock incentive plan and indemnifies directors and officers to the fullest extent under Nevada law.

• Director compensation includes cash and equity, with deferred payments for some directors.