INVO Fertility (IVF) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on July 23, 2026, to vote on seven key proposals, including director elections, auditor ratification, amendments to the articles of incorporation, warrant exercises, stock incentive plan amendments, future equity financing, and potential adjournments.

• The board recommends voting in favor of all proposals, which are designed to support future growth, capital flexibility, and alignment of management and shareholder interests.

• The company remains a smaller reporting company, allowing for reduced disclosure obligations and streamlined financial reporting.

Voting matters and shareholder proposals

• Proposals include electing five directors, ratifying WithumSmith + Brown, PC as auditor, increasing authorized common stock to 250,000,000, approving inducement warrant exercises, amending the 2019 Stock Incentive Plan, authorizing future equity financing, and permitting adjournments for additional proxy solicitation.

• Shareholders may submit proposals or director nominations for the 2027 meeting within specified timeframes and requirements.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board consists of five members, four of whom are independent under Nasdaq rules; the CEO is not independent.

• Board committees include Audit, Compensation, and Nominating and Governance, each with defined charters and independent membership.

• The board emphasizes diversity, integrity, and active participation, and held six meetings in 2025 with high attendance.