Invo Fertility Inc

Proposal 3 asks stockholders to approve an amendment to the company’s charter to increase the number of authorized shares of common stock from 50,000,000 to 250,000,000 (increasing total authorized shares to 350,000,000 including preferred stock). Management frames this as a move to provide the company with greater flexibility to pursue financings, acquisitions, strategic transactions, equity incentive awards and other corporate purposes without the delay and expense of seeking further shareholder approvals. The proxy highlights specific near-term needs that make the increase relevant: enabling conversion/exercise of inducement warrants and reserving 1,000,000 shares for the proposed amendment to the 2019 Stock Incentive Plan. The Board recommends approval, arguing the amendment is in the best interests of the company and its stockholders because it would facilitate access to equity capital and strategic transactions. Opposing considerations include dilution to existing shareholders, potential adverse effects on earnings per share and voting power, and the theoretical risk that a larger authorized pool could be used defensively against unsolicited takeover attempts — risks the document notes but declines to view as the proposal’s primary purpose. The proposal includes a reserve that holders of common stock do not have preemptive rights, and the Board retains discretion to not file the amendment even if approved. Stockholder approval requires a majority of votes cast; broker non-votes will not be counted on this non-discretionary matter. Overall, the proposal is a governance-level request to expand authorized capital to support immediate transaction mechanics and longer-term financing and compensation flexibility, balanced by disclosures about dilution and potential market impact.

Proposal 4 requests shareholder approval, under Nasdaq Listing Rule 5635, to permit the issuance of shares of common stock upon exercise of inducement warrants issued under an inducement letter dated January 28, 2026 and to permit issuance of any additional shares required by adjustment events under those warrants. The inducement arrangement lowered the exercise price on certain existing warrants and resulted in the issuance of new unregistered inducement warrants exercisable for up to 1,893,492 shares, contingent on shareholder approval; management also agreed to file registration statements to permit resale. The approval is required by Nasdaq because the underlying issuance could equal or exceed 20% of outstanding shares pre-issuance; without approval the warrants cannot be exercisable in a manner compliant with Nasdaq rules. Management argues the transaction facilitated immediate cash exercise of existing warrants and incentivized an institutional holder to proceed on amended terms beneficial to the company’s near-term capital plan; the Board recommends the issuance to implement that agreement and enable the registered resale described. Key risks include dilution (potentially substantial if warrants are exercised), downward pressure on the market from resale of warrant shares, and customary beneficial ownership limitations embedded in the warrant to mitigate single-holder control risk. The proposal should be evaluated considering the company’s immediate financing needs, the registration and resale plan, the beneficial ownership blocker terms, and the dilution/trading overhang that could follow exercise and resale.

Proposal 5 seeks shareholder approval to increase the 2019 Stock Incentive Plan to a total share pool of 1,000,000 shares (approximately 20% on a fully-diluted basis). Management frames the request as necessary to attract, retain and motivate key employees, directors and consultants by providing equity-based incentives that align their interests with those of stockholders. The Plan permits grants of options, stock awards and restricted stock awards and includes administrative provisions allowing the Compensation Committee to set terms, vesting and performance criteria. The Board’s recommendation points to competitive market practice and the company’s need to preserve non-cash compensation capacity amid a constrained cash position and ongoing financing needs. Potential countervailing considerations include dilution to existing shareholders, the fact that senior executives and directors are eligible recipients (creating potential conflicts), and that awards could be issued without further shareholder approval subject to plan limits. The proxy discloses that members of management and directors are eligible and thus have an interest in the proposal, and notes the Plan contains mechanisms for annual increases and adjustments for capitalization events. From a governance perspective, shareholders should weigh the need for incentive flexibility against dilution and ensure robust grant governance, performance metrics and limits on maximum grants to executives to mitigate misalignment risks.

Proposal 6 seeks pre-approval under Nasdaq Listing Rule 5635(d) for future equity financings that could issue 20% or more of outstanding common stock at prices below the Minimum Price, subject to strict maximum parameters including a ceiling of 20,000,000 shares, aggregate proceeds up to $50,000,000, maximum discount limits (generally no more than 20%, and no more than 15% for committed equity facilities priced by reference to market), a cap on commitment fees counted as shares, a three-month execution window after shareholder approval, and an absolute Floor Price equal to 20% of the Minimum Price to limit variable-priced issuance outcomes. Management argues that obtaining this authorization in advance provides the Board flexibility to access capital quickly to fund operations, repay debt, pursue acquisitions and develop clinics while imposing objective caps and protections to limit dilution and floor pricing risk. The proxy discloses significant potential dilution (the maximum share cap would represent a multiple of current outstanding shares) and warns of market pressure from committed facilities and resale, and it underscores that the Board will not use the authorization beyond the described parameters and will seek separate approval if terms exceed them. From an investor governance perspective, the proposal balances speed-to-capital needs against dilution risk by defining concrete limits and requiring registration/resale mechanics, but it still represents a considerable delegation of issuance authority that could materially dilute existing holders depending on draw decisions. The Board unanimously recommends a FOR vote to maintain financing optionality under controlled terms.

Proposal 7 seeks shareholder authorization to permit the Board to adjourn or postpone the annual meeting, if necessary, to solicit additional proxies to obtain approval of the director election, the inducement warrant exercise proposal, or to establish a quorum. Management presents this as a procedural measure to ensure that important, non-discretionary proposals requiring shareholder approval can be resubmitted and voted upon if initial vote counts are insufficient; it also preserves the Board’s ability to postpone the meeting for other reasons. The Board justifies the request as a way to promote stockholder participation and to avoid having to call additional separate meetings, which would be time-consuming and costly. Investors should note that adjournment authority is routinely requested in proxy statements but could be used to extend solicitation periods in contested situations; however, here the stated purpose is narrowly tied to obtaining votes to approve specific management proposals or to establish a quorum. The recommendation to approve balances the company’s practical need to secure approval for key transaction-related proposals and to ensure a valid meeting against the minor governance concern that it broadens management’s procedural flexibility. Stockholder approval requires a majority of votes cast (or a majority of outstanding shares if no quorum exists), and proxies already submitted may be revoked prior to any adjourned meeting.