INVO Fertility Inc美股招股说明书(2025-12-31版)

Up to 7,372,122 Shares of Common Stock This prospectus relates to the offer and sale of up to an aggregate of 7,372,122 shares (the “Shares”) of common stock of INVOFertility, Inc. (“we,” “us,” “our,” or the “Company”), par value $0.0001 per share (the “Common Stock”), consisting of (A) up to153,187 shares (the “Conversion Shares”) of Common Stock issuable upon conversion of our outstanding Series C-2 Non-VotingConvertible Preferred Stock (the “Series C-2 Preferred”) held by Five Narrow Lane LP (“FNL”), (B) up to 118,343 shares (the“Placement Agent Warrant Shares”) of Common Stock issuable upon exercise of a common stock purchase warrant (the “PlacementAgent Warrant”) issued to Maxim Partners LLC (“Maxim Partners”) pursuant to a Placement Agency Agreement, by and among usand Maxim Group, LLC (“Maxim”), an affiliate of Maxim Partners, dated December 2, 2025, pursuant to which Maxim acted asplacement agent for the Private Placement (as defined below),and (C) up to 7,100,592 shares of Common Stock, consisting of (i) up to235,000 shares (the “Issued Shares”) of Common Stock, (ii) up to 2,131,864 shares (the “Pre-Funded Warrant Shares”) of CommonStock issuable upon exercise of a pre-funded warrant (the “Pre-Funded Warrant”) to purchase shares of Common Stock, and (iii) up to4,733,728 shares (the “Common Warrant Shares”, together with the Placement Agent Warrant Shares and the Pre-Funded WarrantShares, the “Warrant Shares”) of Common Stock issuable upon exercise of a warrant (the “Common Warrant”, together with thePlacement Agent Warrant and the Pre-Funded Warrant, the “Warrants”) to purchase shares of Common Stock. The Issued Shares, theCommon Warrant, and the Pre-Funded Warrant were purchased by Armistice Capital Master Fund Ltd. (“Armistice”) in a private For purposes of this prospectus, we have assumed (i) exercise prices under the Prefunded Warrant, Common Warrant, and thePlacement Warrant of $0.0001 per share, $1.69 per share, and $2.115 per share of Common Stock, respectively, and (ii) a conversionprice at the Floor Price (as defined in that certain Certificate of Amendment to the Certificate of Designations of the Series C-2 The Selling Stockholders may sell or otherwise dispose of the Shares described in this prospectus in a number of different ways and atvarying prices, which may be determined by the prevailing market price for the Common Stock or in negotiated transactions. We arenot selling any shares of Common Stock under this prospectus and will not receive any of the proceeds from the sale or otherdisposition of the Shares by the Selling Stockholder. However, we may receive up to $8,250,213.0975 upon the exercise of theWarrants. All expenses of registration incurred in connection with this offering are being borne by us. All selling and other expenses This prospectus describes the manner in which the Shares may be sold or otherwise disposed of by the Selling Stockholders. Youshould carefully read this prospectus, as well as the documents incorporated by reference or deemed to be incorporated by reference 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 December 16, 2025 was $1.18 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 4 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 December 31, 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. We 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 them 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 w