INVO Fertility Inc美股招股说明书(2025-11-05版)

Up to 8,345,774 Shares of Common Stock This prospectus relates to the offer and sale by Five Narrow Lane LP (“FNL” or the “Selling Stockholder”) of up to 8,345,774 shares(the “Shares”) of common stock of INVO Fertility, Inc. (“we,” “us,” “our,” or the “Company”), par value $0.0001 per share (the“Common Stock”), consisting of (i) up to 770,973 shares of Common Stock issuable upon exercise of a warrant (the “InducementWarrant”) to purchase shares of our common stock issued by us to FNL pursuant to an inducement letter agreement, dated April 30,2025, between us and FNL (the “Inducement Letter Agreement”), and (ii) up to 7,574,801 shares of Common Stock issuable uponconversion of our outstanding Series C-2 Non-Voting Convertible Preferred Stock (the “Series C-2 Preferred”). FNL may sell or otherwise dispose of the Shares described in this prospectus in a number of different ways and at varying prices,which may be determined by the prevailing market price for the Common Stock or in negotiated transactions. We are not selling anyshares of Common Stock under this prospectus and will not receive any of the proceeds from the sale or other disposition of the Sharesby FNL. However, we may receive up to $344,000 upon FNL’s exercise of the Inducement Warrant. All expenses of registrationincurred in connection with this offering are being borne by us. All selling and other expenses incurred by FNL will be borne by FNL. This prospectus describes the manner in which the Shares may be sold or otherwise disposed of by FNL. You should carefully readthis prospectus, as well as the documents incorporated by reference or deemed to be incorporated by reference into this prospectus,carefully before you invest. See “Plan of Distribution” for additional information regarding the sale or other disposition by FNL of theShares. Our Common Stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “IVF”. The last reported sale price for ourCommon Stock as reported on Nasdaq on October 13, 2025 was $0.7283 per share. Investing in our securities is highly speculative and involves a high degree of risk. You should carefully consider the risks anduncertainties described under the heading “Risk Factors” beginning on page 3 of this prospectus before making a decision topurchase our securities. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HASAPPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OFTHIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is November 5, 2025. ABOUT THIS PROSPECTUS In this prospectus, unless the context suggests otherwise, references to “the Company,” “INVO Fertility,” “INVO,” “we,” “us,” and“our” refer to INVO Fertility, Inc. and its consolidated subsidiaries. This prospectus is part of a registration statement on Form S-1 that we filed with the U.S. Securities and Exchange Commission (the“SEC”). The Selling Stockholder may, from time to time, sell or otherwise dispose of the Shares as described in this prospectus. Wewill not receive any proceeds from the sale or other disposition of the Shares by Selling Stockholder. Neither the Company, nor any of its officers, directors, agents, representatives, or the Selling Stockholder make any representation toyou about the legality of an investment in the Company’s Common Stock. You should not interpret the contents of this prospectus tobe legal, business, investment, or tax advice. You should consult with your own advisors for that type of advice and consult with themabout the legal, tax, business, financial, and other issues that you should consider before investing in the Company’s securities. ADDITIONAL INFORMATION You should rely only on the information contained in this prospectus and in any accompanying prospectus supplement. No one hasbeen authorized to provide you with different or additional information. The shares of Common Stock and warrants are not beingoffered in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or anyprospectus supplement is accurate as of any date other than the date on the front of such documents. TRADEMARKS AND TRADE NAMES This prospectus includes trademarks that are protected under applicable intellectual property laws and are the Company’s property orthe property of one of the Company’s subsidiaries. This prospectus also contains trademarks, service marks, trade names, and/orcopyrights of other companies, which are the property of their respective owners. Solely for convenience, trademarks and trade namesreferred to in this prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way,that the Company will not assert, to the fullest extent under applicable law, its rights or the right of the applicable licensor to thesetrademarks and trade names. INDUSTRY AND MARKET DATA Unless othe