INVO Fertility, Inc. Common Stock FY 2026 Earnings Call

Thank you, and welcome to the 2026 annual meeting of INVO Fertility stockholders. To be efficient, we are holding this meeting virtually. Stockholders who require technical assistance can call Broadridge's technical support line at the phone number posted on the meeting login page. I'm Steve Shum, CEO, as well as a member of the Board of Directors. It is now 12:00 P.M. Eastern Time on July 23rd, 2026, and this meeting will please come to order. Also participating in this meeting are Terah Krigsvold, CFO, Andrea Goren, Corporate Secretary, Mark Anson-Cartwright of Glaser Weil, counsel to the company, and Jim Raitt of American Election Services, who has been appointed as Inspector of Election for the meeting. Certain members of our Board of Directors are also on the line. I will act as the chairperson of the meeting, and Mark Anson-Cartwright will act as secretary of the meeting.

Before considering today's business, I ask our counsel to report on the formal steps taken in connection with this meeting. Mark? Pursuant to the bylaws of the corporation, the Board of Directors called this meeting to be held today and fixed the close of business on June 18th, 2026, as the record date for the determination of the stockholders entitled to receive notice of and to vote at this meeting.

The mailing of notice of this meeting commenced on June 24th, 2026, to each holder of the corporation's common stock for whom the corporation had an address at the close of business on the record date.

Thank you, Mark. I ask you to file the affidavit as to the mailing of the proxy statement, including the notice of special meeting and proxy card in the minute book of the corporation, along with the minutes of this meeting. I would now like to proceed with the formal business of the meeting. The following are the matters on which stockholders are voting. Number one, to elect myself, Trent Davis, Matthew Szot, Barbara Ryan, and Rebecca Messina to the Board of Directors to serve until the corporation's next annual meeting of stockholders. Number two, to ratify the appointment of Withum Smith & Brown, P.C. as the corporation's independent registered public accounting firm for the fiscal year ending December 31, 2026.

Number three, to approve the amendment to our amended and restated articles of incorporation to increase the number of authorized shares of our common stock from $50 million to $250 million. Number four, to approve, in accordance with Nasdaq Listing Rule 5635, the issuance of up to 1,893,492 shares of the company's common stock upon exercise of a warrant issued pursuant to an inducement letter agreement dated January 28th, 2026, and any additional shares of common stock due to an adjustment event pursuant to the terms of such warrant. Number five, 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 million.

Number six, to approve, in accordance with Nasdaq Listing Rule 5635, a potential issuance of 20% or more of our outstanding common stock in a future equity financing at prices below the lower of the Nasdaq official closing price immediately preceding the signing of the binding agreement, or, two, the average Nasdaq official closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement. Number seven, the approval of any adjournments of this meeting for the purpose of soliciting additional proxies if there are not sufficient votes to approve any of the above proposals or to establish a quorum. Jim Raitt has been appointed as Inspector of Elections. Jim, please present the list of stockholders.

Thank you, Mr. Chairman. I present a list of INVO Fertility stockholders as of the close of business on June 18th, 2026, which is the record date for this meeting. The stockholders on this list are entitled to vote at this meeting. The list has been certified by Transfer Online, Inc., the transfer agent for the corporation's common stock. Back to you, Steve. Thank you.

The list of stockholders is open for inspection by any stockholder participating in this meeting and can be examined during this meeting by clicking on the link at the bottom of your screen labeled Registered Shareholder List. A window will appear where the stockholder may complete an attestation form. The stockholder will then be presented with a protected PDF that is view only and cannot be printed or downloaded. Transfer Online has also certified that each stockholder entitled to vote at this meeting has been sent a notice of this meeting, accompanied by the proxy statement. The initial order of business is to determine the presence of a quorum. Pursuant to action taken by the board of directors, only stockholders of record of our common stock as of June 18th, 2026, are entitled to notice of and to vote at this meeting.

Jim, as Inspector of Elections, has executed the required oath. I hereby instruct that a copy of the Inspector's oath be placed with the minutes of this meeting. Jim? I wish to report that I have examined the list of stockholders entitled to vote at this meeting and have determined the number of outstanding shares of common stock entitled to vote as of the record date is 1,786,035.

Holders of at least one-third of such shares must be present in person or represented by proxy for the meeting to be held and transact business at this meeting. Thus, the holders of at least 595,345 shares must be present in person or represented by proxy at this meeting to have a quorum. The number of votes represented at this meeting in person or by proxy is 704,262 shares, or 39.4% of the total outstanding shares of common stock, which constitutes a quorum.

I hereby determine that the number of votes represented at this meeting in person or by proxy constitutes a quorum for the conduct of business at this meeting. The first matter to be voted on today is the election of myself, Trent Davis, Matthew Szot, Barbara Ryan, and Rebecca Messina to the board of directors as set forth more fully in proposal number one of the proxy statement. The second matter to be voted on today is the ratification of the appointment of Withum Smith & Brown, P.C. as the corporation's independent registered public accounting firm for the fiscal year ending December 31, 2026, as set forth more fully in proposal number two of the proxy statement.

The third matter to be voted on today is 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 million to 250 million, as set forth more fully in proposal number three of the proxy statement. The fourth matter to be voted on today is the issuance, in accordance with Nasdaq Listing Rule 5635 of our common stock upon the exercise of outstanding warrants issued pursuant to an inducement letter agreement dated January 28th, 2026, as may be adjusted from time to time, and as set forth more fully in proposal number four of the proxy statement.

The fifth matter to be voted on today is 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 million, as set forth more fully in proposal number five of the proxy statement. The sixth matter to be voted on today is the approval in accordance with Nasdaq Listing Rule 5635 of a potential issuance of 20% or more of our outstanding common stock in a future equity financing at prices below the lower of the Nasdaq official closing price immediately preceding the signing of the buying agreement, or the average Nasdaq official closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement, as set forth more fully in proposal number six of the proxy statement.

The seventh matter to be voted on today is the approval of any adjournment of this meeting for the purpose of soliciting additional proxies if there are not sufficient votes to approve proposals numbers one, two, three, four, five, and/or six, as set forth more fully in proposal number seven of the proxy statement. It is now ordered that the polls be opened for voting on proposals number one, two, three, four, five, six, and seven, with each proposal as described more fully in the proxy statement. Any stockholder who has not yet voted on these proposals or who wishes to change their vote on any of these proposals may do so by clicking on the voting button on the web portal and following the instructions there.

Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. We will take a short pause to see if anyone needs to vote now. The votes are in, and I declare the polls closed on all proposals. The inspector will now report on the preliminary voting results for each proposal. The inspector will provide the corporation with a final report that reflects any votes properly made at this meeting. I understand that the inspector is now ready to provide a preliminary report. Jim, please provide that report.

Thank you, Mr. Chairman. As given in the proxy statement, the election of each Steve Shum, Trent Davis, Matthew Szot, Barbara Ryan, and Rebecca Messina to the board of directors pursuant to proposal number one requires a plurality of votes cast by the holders of shares present in person or represented by proxy at this meeting entitled to vote thereon. As each of the nominees has received sufficient votes in favor of his or her election, I hereby declare that proposal number one has been approved on a preliminary basis. As given in proposal number two of the proxy statement, the ratification of the appointment of Withum Smith & Brown, P.C. requires affirmative vote of a majority of the shares present in person or represented by proxy at the meeting entitled to vote thereon.

The preliminary examination shows 673,445 votes received in favor of proposal number 2, which exceeds the majority of the shares of common stock voted at this meeting. I hereby declare that proposal number 2 has been approved on a preliminary basis. As given in proposal number 3 of the proxy statement, the approval of the amendment to the corporation's amended restated articles of incorporation to increase the number of authorized shares of the corporation's common stock from $50 million to $250 million requires the number of votes cast in favor of proposal number 3 to exceed the number of votes cast against proposal number 3. A preliminary examination shows 453,950 votes received in favor of proposal number 3, which exceeds the number of votes cast against number 3. I hereby declare that proposal number 3 has been approved on a preliminary basis.

As given in proposal number 4 of the proxy statement, the issuance of the corporation's common stock upon the exercise of outstanding warrants issued pursuant to an inducement letter agreement dated January 28, 2026, as may be adjusted from time to time, requires the number of votes cast in favor of proposal number 4 to exceed the number of votes cast against proposal number 4. A preliminary examination shows 135,887 votes received in favor of proposal number 4, which exceeds the number of votes cast against proposal number 4. I hereby declare that proposal number 4 has been approved on a preliminary basis.

As given in proposal number 5 of the proxy statement, the approval of a fifth amendment and restatement of the company's 2019 Stock Incentive Plan requires the number of votes cast in favor of proposal number 5 to exceed the number of votes cast against proposal number 5. A preliminary examination shows that 130,020 votes received in favor of proposal number 5, which exceeds the number of votes cast against proposal number 5. I hereby declare proposal number 5 has been approved on a preliminary basis.

As given in proposal number 6 of the proxy statement, the issuance of 20% or more of the corporation's outstanding common stock and future equity financing at prices below the lower of the Nasdaq official closing price immediately preceding the signing of the binding agreement, or the average Nasdaq official closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement requires the number of votes cast in favor of proposal number 6 to exceed the number of votes cast against proposal number 6. A preliminary examination shows that 139,990 votes received in favor of proposal number 6, which exceeds the number of votes cast against proposal number 6. I hereby declare proposal number 6 has been approved on a preliminary basis.

As given in proposal 7 of the proxy statement, the approval of the adjournment of this meeting for the purpose of soliciting additional proxies if there are not sufficient votes to approve proposals 1, 2, 3, 4, 5, and/or 6 requires the number of votes cast in favor of proposal 7 to exceed the number of votes cast against proposal 7. A preliminary examination shows that 569,220 votes received in favor of proposal 7, which exceeds the number of votes cast against proposal 7. I hereby declare this proposal 7 has been approved on a preliminary basis. Back to you, Mr. Chairman.

Thank you, Jim. You have heard the preliminary report of the inspector. I declare that proposal numbers 1, 2, 3, 4, 5, 6, and 7 on a preliminary basis have passed and been duly approved by the stockholders of the corporation. I hereby request that the preliminary report of the inspector be filed with the minutes of this meeting. The final report of the inspector will be provided to the company promptly. This completes the stockholder voting to be conducted at this meeting. There are no other matters to come before the meeting, the meeting is hereby adjourned. We sincerely appreciate the stockholders joining today. Today's meeting outcome was another important step to executing our strategic growth plan for the balance of this year and into next.

On behalf of the entire INVO Fertility team, we remain excited about the progress made over the last 18 months and the corporation's prospects looking forward. We appreciate your support and look forward to providing you with further updates as we move forward. Please do not hesitate to reach out to us if you have any follow-up questions. Thank you again. The meeting is now officially adjourned.