UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
| Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
| For
the fiscal year ended |
or
| Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
| For the transition period from to |
(Exact name of registrant as specified in Charter)
| (State
or other jurisdiction of incorporation or organization) |
(Commission File No.) |
(IRS Employee Identification No.) |
(Address of Principal Executive Offices)
Registrant’s
telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ☐ ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ NO ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller
reporting company | |
| Emerging
growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO
The
aggregate market value of the voting stock and non-voting common equity held by non-affiliates of the registrant as of the last business
day of the registrant’s most recently completed second fiscal quarter ended June 30, 2025 was $
The number of shares outstanding of the registrant’s common stock, $ par value, as of June 12, 2026 was .
DOCUMENTS INCORPORATED BY REFERENCE
Explanatory Note
In addition, Item 15 of Part IV is being amended to include currently dated certifications in accordance with Rule 13a-13(a) promulgated by the SEC under the Securities Exchange Act of 1934, as amended, with paragraphs 3, 4, and 5 omitted, since no financial statements are contained within this Amendment. Because no financial statements are contained within this Amendment, the Company is not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 or any disclosures with respect to Items 307 or 308 of Regulation S-K.
Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing. Accordingly, this Amendment should be read in conjunction with our Original Filing and our other filings made with the SEC subsequent to the filing of the Form 10-K.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to, changes in economic conditions, legislative or regulatory changes, availability of capital, interest rates, competition, and unforeseen events that may impair our ability to advance our clinical programs and raise additional financing. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the Securities and Exchange Commission (“SEC”).
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Part III
Item 10. Directors, Executive Officers and Corporate Governance.
The following table sets forth information with respect to each of our directors and executive officers including their positions and age as of the date of this Annual Report.
| 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 | ||
| Mr. Matthew Szot | 52 | Director | ||
| Mr. Trent Davis | 58 | Director | ||
| Ms. Barbara Ryan | 66 | Director | ||
| Ms. Rebecca Messina | 53 | Director |
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, Inc. (Nasdaq: EAST) (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).
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.
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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 until May 2026. From March 2010 to November 2021, Mr. Szot served as 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.
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.
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.
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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, Inc. 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 Roose, Inc., 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.
Code of Ethics
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
Insider Trading Policy
We
have
Grants Made Close in Time to the Release of Material Nonpublic Information
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.
Audit Committee Related Function
Our Audit Committee members currently consist of Mr. Szot (Chair), Ms. Messina and Ms. 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 Securities Exchange Act of 1934, 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.
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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 hiring, discharging 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 and 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.
Item 11. Executive and Director Compensation
EXECUTIVE 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 | (5) | - | 36,474 | (5) | - | 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 $194,323 of his salary which was repaid in 2025. |
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Narrative Disclosure to Summary Compensation Table
Except as otherwise described below, there are no compensatory plans or arrangements, including payments to be received from the Company with respect to any named executive officer, that would result in payments to such person because of his resignation, retirement, or other termination of employment with the Company, or our subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of the Company.
OUTSTANDING EQUITY AWARDS AT END OF 2025
The following table provides information about outstanding stock options issued by the Company held by each of our NEOs as of December 31, 2025.
| Option Awards | Stock Awards | |||||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | 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 $250,000. The Goren Amendment further provides that if Mr. Goren terminates the Goren Employment Agreement for “cause” (as defined in the Goren Employment Agreement) or the Company terminates the Goren Employment Agreement without “cause,” then he will continue to receive his base salary for six months after termination.
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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
If Mr. Shum is involuntarily terminated without cause or constructively terminated (in each case, as defined in the Shum Employment Agreement), then he is entitled to twelve months’ severance and continued vesting of his shares for a period of six months following termination.
If Ms. Krigsvold (i) is terminated without “Cause,” (ii) terminates the Krigsvold Employment Agreement for “Good Reason,” or (iii) terminates the Krigsvold Employment Agreement due to a “Change of Control” then she will continue to receive her base salary for six months after termination.
If (i) Mr. Goren terminates his employment agreement for cause, (ii) the Company provides notice not to renew his employment agreement on any anniversary date, or (iii) the Company terminates his employment agreement without cause, then he is entitled to six months’ severance and twelve months insurance benefits.
The following table sets forth quantitative information with respect to potential payments to be made to Mr. Shum, Ms. Krigsvold, and Mr. Goren upon termination in various circumstances. The potential payments are based on the terms of each of the employment agreements discussed above. For a more detailed description of the employment agreements, see the “Employment Agreements” section above.
| Name | Potential Payment Upon Termination | |||||||
| ($) | 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. |
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| (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 ($) | ||||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | ||||||||||||||||||
| 2025 | 430,863 | 389,579 | 180,843 | 174,084 | 0.03 | (23,323,054 | ) | |||||||||||||||||
| 2024 | 260,000 | 256,230 | 181,683 | 133,868 | 9.56 | (9,053,676 | ) | |||||||||||||||||
| 2023 | 232,675 | 202,076 | 222,131 | 198,460 | 15.93 | (8,034,612 | ) | |||||||||||||||||
| (1) | The Principal Executive Officer (“PEO”) information reflected in columns (b) and (c) relates to our CEO, Steven Shum. The non-Principal Executive Officer (“non-PEO”) NEOs information reflected in columns (d) and (e) above relates to our CFO Terah Krigsvold, our Chief Business Officer, Andrea Goren, our former President Dr. Daniel Teper, and our former COO Michael Campbell. |
| (2) | The amounts shown in this column are the amounts of total compensation reported for Steven Shum or the average total compensation reported for the non-PEO NEOs, as applicable, for each corresponding year in the “Total” column of the Summary Compensation. Please refer to “Executive Compensation—Compensation Tables—Summary Compensation Table.” |
| (3) | The amounts shown have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by the Company’s PEO and non-PEO NEOs. In accordance with the requirements of Item 402(v) of Regulation S-K, adjustments were made to Mr. Shum’s total compensation, or the average total compensation of the non-PEO NEOs, as applicable, as described in the tables below. |
| 9 |
PEO SCT Total to CAP Reconciliation
| Year | Summary Compensation Total ($) | 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 ($) | Equity Value Included in CAP ($) | |||||||||||||||
| (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 ($) | |||||||||||||||
| (a) | (b) | (c) | (d) | (e) = (a)+(b)+(c)+(d) | ||||||||||||||||
| 2025 | 1,088 | - | 7,096 | (354 | ) | 7,831 | ||||||||||||||
| 2024 | - | (512 | ) | - | (1,453 | ) | (1,965 | ) | ||||||||||||
| 2023 | 3,648 | (3,293 | ) | 4,570 | (1,478 | ) | 3,447 | |||||||||||||
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Compensation of Directors
DIRECTOR COMPENSATION TABLE
| Name | Year | Fees earned or paid in cash ($) | 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.
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 the Company’s Clawback Policy.
| 11 |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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 | 9,123 | $ | 563.91 | 872 | ||||||||
(1) 2019 Stock Incentive Plan. On October 3, 2019, our Board adopted the 2019 Stock Incentive Plan (as amended, the “Plan”). The purpose of our Plan is to advance the best interests of the company by providing those persons who have a substantial responsibility for our management and growth with additional incentive and by increasing their proprietary interest in the success of the company, thereby encouraging them to maintain their relationships with us. Further, the availability and offering of stock options and common stock under the plan supports and increases our ability to attract and retain individuals of exceptional talent upon whom, in large measure, the sustained progress, growth and profitability which we depend. As of December 31, 2025 the total number of shares available for the grant of either stock options or compensation stock under the plan, including 9,601 shares approved at our shareholders meeting on June 25, 2025, was 10,000 shares, subject to annual increases of six percent (6%) of the total number of shares of outstanding Common Stock on December 31st of the preceding calendar year.
(2) During the year ended December 31, 2025, the Company issued 630 shares of common stock with a fair value of $76,695 to consultants under the 2019 Plan. The shares of common stock vested immediately.
Our Board administers our plan and has full power to grant stock options and common stock, construe and interpret the plan, establish rules and regulations and perform all other acts, including the delegation of administrative responsibilities, it believes reasonable and proper. Any decision made, or action taken, by our Board arising out of or in connection with the interpretation and administration of the plan is final and conclusive.
The Board, in its absolute discretion, may award common stock to employees of, consultants to, and directors of the company, and such other persons as the Board or compensation committee may select, and permit holders of common stock options to exercise such options prior to full vesting therein and hold the common stock issued upon exercise of the option as common stock. Stock options may also be granted by our Board or compensation committee to non-employee directors of the company or other persons who are performing or who have been engaged to perform services of special importance to the management, operation or development of the company.
In the event that our outstanding common stock is changed into or exchanged for a different number or kind of shares or other securities of the company by reason of merger, consolidation, other reorganization, recapitalization, combination of shares, stock split-up or stock dividend, prompt, proportionate, equitable, lawful and adequate adjustment shall be made of the aggregate number and kind of shares subject to stock options which may be granted under the plan.
Our Board may at any time, and from time to time, suspend or terminate the plan in whole or in part or amend it from time to time in such respects as our Board may deem appropriate and in our best interest.
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Security Ownership of Certain Beneficial Owners and Management
The following table and notes set forth the beneficial ownership of the common stock of the Company as of June 2, 2026, by each person who was known by the Company to beneficially own more than 5% of the common stock, by each director and named executive officer, and by all directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or dispositive power with respect to the securities. Unless otherwise indicated below, to our knowledge, all persons listed below have sole voting and dispositive power with respect to their shares of our common stock, except to the extent authority is shared by spouses under applicable law. Unless otherwise noted, the address of all of the individuals and entities named below is care of INVO Fertility, Inc., 5582 Broadcast Court Sarasota, Florida, 34240.
The following table sets forth the beneficial ownership of our common shares as of June 2, 2026 for:
| ● | each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our common shares; | |
| ● | each of our named executive officers; | |
| ● | each of our directors; and | |
| ● | all of our current executive officers and directors as a group. |
The percentage ownership information is based upon 1,786,035 common shares outstanding as of June 2, 2026. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.
| Name and Address of Beneficial Owner (1) | Number of Shares | Percentage of Common Stock | ||||||
| 5% Stockholders: | ||||||||
| None | ||||||||
| Officers and Directors: | ||||||||
| Andrea Goren | 1,268 | (2) | 0.07 | % | ||||
| Steve Shum | 1,069 | (3) | 0.06 | % | ||||
| Matthew Szot | 1,130 | (4) | 0.06 | % | ||||
| Trent Davis | 1,133 | (5) | 0.06 | % | ||||
| Barbara Ryan | 1,132 | (6) | 0.06 | % | ||||
| Rebecca Messina | 1,135 | (7) | 0.06 | % | ||||
| Terah Krigsvold | 883 | (8) | 0.05 | % | ||||
| All directors and executive officers as a group (7 persons) | 7,750 | 0.43 | % | |||||
| (1) | Unless otherwise indicated, the business address of each current director or executive officer is INVO Fertility, Inc. 5582 Broadcast Court Sarasota, Florida 34240. |
| (2) | Includes: 313 shares of common stock under options (either presently exercisable or within 60 days of June 2, 2026). |
| (3) | Includes: 263 shares of common stock under options (either presently exercisable or within 60 days of June 2, 2026). |
| (4) | Includes: 281 shares of common stock under options (either presently exercisable or within 60 days of June 2, 2026). |
| (5) | Includes: 281 shares of common stock under options (either presently exercisable or within 60 days of June 2, 2026). |
| (6) | Includes: 281 shares of common stock under options (either presently exercisable or within 60 days of June 2, 2026). |
| (7) | Includes: 281 shares of common stock under options (either presently exercisable or within 60 days of June 2, 2026). |
| (8) | Includes: 219 shares of common stock under options (either presently exercisable or within 60 days of June 2, 2026). |
| 13 |
Item 13. Certain Relationships and Related Transactions, and Director Independence
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Related Party Transactions Policy and Procedures
We have adopted a written policy with respect to the review, approval, and ratification of related party transactions. Under the policy, any transactions where the amount involved exceeds the lesser of $120,000 or one percent (1%) of the average of our total assets at year-end for the last two completed fiscal years and in which any related person has or will have a direct or indirect material interest, other than equity and other compensation, termination and other arrangements which are described under the headings “Compensation of Directors” and “Executive and Director Compensation,” is defined as a related party transaction. Any such related party transactions are reviewed and must be approved by the Board.
Certain Related Party Transactions
JAG Note Payable and Warrant
In the fourth quarter of 2022, the Company issued a series of demand promissory notes in the aggregate principal amount of $550,000 to a related party, JAG, a company in which the Company’s Chief Business Officer is a beneficiary but does not have any control over its investment decisions with respect to the Company, for an aggregate purchase price of $500,000. The JAG Notes accrue 10% annual interest from their respective dates of issuance. At maturity, the Company agreed to pay outstanding principal, a 10% financing fee and accrued interest. On July 10, 2023, the Company issued an additional demand promissory note in the principal amount of $110,000 to JAG for a purchase price of $100,000.
In consideration for subscribing to the JAG Note for $100,000 dated December 29, 2022, and for agreeing to extend the date on which the other JAG Notes are callable to March 31, 2023, the Company issued JAG a warrant to purchase 61 shares of common stock. The warrant may be exercised for a period of five (5) years from issuance at a price of $14,400.00 per share. On July 10, 2023, JAG agreed to extend the date on which the JAG Notes are callable to September 30, 2023. On January 21, 2025, the Company received a demand notice from JAG.
On August 13, 2025, the Company and JAG entered into a letter agreement (the “JAG August Letter”) pursuant to which (i) the maturity date of the JAG Notes was extended until September 30, 2025, (ii) if the Company paid $100,000 to JAG before September 30, 2025, the maturity of the JAG Notes would be extended automatically to December 31, 2025, (iii) if the Company pays an additional $175,000 to JAG before the end of each subsequent quarter, the maturity of the JAG Notes will be extended automatically by an additional calendar quarter, until the JAG Notes have been repaid in full, (iv) if the Company raises more than $3,000,000 after the date of the JAG August Letter, the Company shall pay ten percent (10%) of any proceeds in excess of $3,000,000 to repay the JAG Notes, (v) the JAG Notes may be converted by the holder into shares of the Company’s common stock at a conversion price of $80.00 per share, and (vi) the Company agreed to issue to JAG a warrant to purchase up to 3,750 shares of the Company’s common stock at an exercise price of $80.00 per share, exercisable for five years from the date of issuance (the “JAG Warrant”).
On November 13, 2025, the Company and JAG entered into an additional letter agreement pursuant to which (i) the maturity date of the JAG Notes was extended until December 31, 2025, if the Company paid $100,000 to JAG by November 30, 2025, (ii) the exercise price on the JAG Warrant was reduced from $80.00 per share to $30.00 per share, and (iii) the remaining terms of the JAG August Letter remained unchanged.
For the years ended December 31, 2025 and 2024, the Company incurred $60,833 and $61,000 in interest related to the JAG Notes, respectively. In December 2025, the Company repaid $63,000 of interest due on the JAG Notes. As of December 31, 2025 the balance of the JAG Notes was $660,000 plus outstanding accrued interest of $120,437.
Executive Notes Payable
In the fourth quarter of 2022, the Company issued demand promissory notes in the aggregate principal amount of $220,000 for an aggregate purchase price of $200,000, of which (i) $100,000 was received from its Chief Executive Officer ($60,000 on November 29, 2022, $15,000 on December 2, 2022, and $25,000 on December 13, 2022) and (ii) $100,000 was received from an entity controlled by its Chief Business Officer ($75,000 on November 29, 2022 and $25,000 on December 13, 2022). These notes accrue 10% annual interest accrues from the date of issuance. These notes are callable with 10 days prior written notice. At maturity, the Company agreed to pay outstanding principal, a 10% financing fee, and accrued interest.
For the years ended December 31, 2025 and 2024, the Company incurred $20,278 and $20,333 in interest related to these demand notes, respectively. As of December 31, 2025, the cumulative balance of these demand notes was $220,000 plus outstanding accrued interest of $62,460.
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 Corporate 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 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, and determined that Trent Davis, Matthew Szot, Barbara Ryan, and Rebecca Messina representing four of our five directors, are independent under Nasdaq listing rules. Mr. Shum is not considered independent due to his position as our Chief Executive Officer.
In making these determinations, our Board considered the relationships that each nonemployee director has with us and all other facts and circumstances our Board deemed relevant in determining their independence, including consulting relationships, family relationships, and the beneficial ownership of our capital stock by each non-employee director.
| 14 |
Item 14. Principal Accountant Fees and Services
The Company transitioned from M&K CPAS, PLLC (“M&K”) to WithumSmith+Brown, PC (“Withum”), as the Company’s independent registered accounting firm, effective September 5, 2025.
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 ($) | |||||||
| Audit Fees | 30,500 | 109,950 | ||||||
| Audit Related Fees | 46,500 | 26,500 | ||||||
| Tax Fees | - | - | ||||||
| All Other Fees | - | - | ||||||
The following table represents aggregate fees billed to the Company by Withum:
Fiscal Year Ended December 31, 2025 ($) | Fiscal Year Ended December 31, 2024 ($) | |||||||
| Audit Fees | 229,566 | - | ||||||
| Audit Related Fees | - | - | ||||||
| Tax Fees | - | - | ||||||
| All Other Fees | - | - | ||||||
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 on Form 10-K, 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.
Part IV
Item 15. Exhibits and Financial Statement Schedules
(a) Financial Statements
No financial statement or supplemental data are filed with this Amendment No. 1 to Form 10-K. See Index to Financial Statements and Supplemental Data of the Original Form 10-K.
(b) Exhibits
The exhibits required to be filed by Item 15 are set forth in, and filed with or incorporated by reference in, the “Exhibit Index” of the Original Form 10-K. The attached list of exhibits in the “Exhibit Index” sets forth the additional exhibits required to be filed with this Amendment No. 1 and is incorporated herein by reference in response to this item.
EXHIBIT INDEX
| Exhibit No. | Exhibit | |
| 31.3* | Certification by Principal Executive Officer pursuant to Rule 13a-4(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended. | |
| 31.4* | Certification by Principal Financial Officer pursuant to Rule 13a-4(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended. | |
| 97.1 | INVO Fertility, Inc. Clawback Policy filed as exhibit 97.1 to the Annual Report on Form 10-K/A filed with the SEC on May 19, 2025. | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 104* | Cover Page Interactive Data File |
* Filed herewith
| 15 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized on June 12, 2026.
| INVO Fertility, Inc. | ||
| Date: June 12, 2026 | By: | /s/ Steven Shum |
| Steven Shum | ||
Chief Executive Officer (Principal Executive Officer) | ||
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