Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Agreement

On July 24, 2026, INVO Fertility Inc. (the "Company") entered into an Any Market Purchase Agreement (the "Purchase Agreement") with Alumni Capital LP (the "Investor"). Pursuant to the Purchase Agreement, the Company has the right to sell to the Investor up to an aggregate of $15 million (the "Commitment Amount"), unless the Company and the Investor mutually agree in writing to increase the Commitment Amount to an amount not to exceed $50 million (the "Commitment Amount"), of the shares ("Shares") of the Company's common stock, $0.0001 per share ("Common Stock") from time to time during the term of the Purchase Agreement, subject to certain conditions and limitations. Sales of Shares pursuant to the Purchase Agreement, and the timing of any sales, are solely at the Company's option, and the Company is under no obligation to sell securities pursuant to this arrangement and intends to utilize the proceeds to support its expansion efforts, which are primarily focused on acquiring additional established, profitable fertility clinics, as well as for general corporate purposes.

Upon the satisfaction of the conditions in the Purchase Agreement, including that a registration statement on Form S-1 that the Company agreed to file or confidentially submit with the SEC pursuant to the Purchase Agreement is declared effective by the SEC and a final prospectus in connection therewith is filed with the SEC, the Company will have the right, but not the obligation, from time to time at its sole discretion over the period described above, to direct the Investor to purchase up to a fixed maximum number of Shares as set forth in the Purchase Agreement.

During the term, the Company may at its election, by written notice to the Investor (each, a "Purchase Notice"), cause the Investor to make a series of purchases of Shares, either (x) at the lowest daily dollar volume-weighted average price of the Common Stock ("VWAP") for the five previous business days, multiplied by 94% ("Purchase Price Option 1"), (y) at the lowest traded price of the Common Stock for the previous business day, multiplied by 97% ("Purchase Price Option 2"), or (z) if the principal trading platform or market for the Common Shares will not be an Eligible Market on the applicable closing date, at the lowest traded price of the Common Shares for the five previous business days, multiplied by 85.0% ("Purchase Price Option 3"). The amount of Shares in any Purchase Notice may not exceed applicable limitations as set forth in the Purchase Agreement.

The Company will control the timing and amount of any sales of Shares to the Investor. Actual sales of Shares to the Investor under the Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among other things, market conditions, the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding for it and its operations.

The closing of each purchase pursuant to the Purchase Agreement will be no later than either (i) five business days after the Investor's receipt of a Purchase Notice electing Purchase Price Option 1, (ii) one day after the Investor's receipt of a Purchase Notice electing Purchase Price Option 2, or (iii) five business days after the Investor's receipt of a Purchase Notice electing Purchase Option 3. The Company expects to consider market conditions, the trading price of the Common Stock, and the availability of other sources of financing when determining whether to make sales under the Purchase Agreement.

Under the applicable rules of the Nasdaq, in no event may the Company issue to the Investor under the Purchase Agreement Shares in an amount greater than 19.99% of the total number of shares of Common Stock issued and outstanding immediately prior to the execution of the Purchase Agreement (the "Exchange Cap"), unless the Company obtains (i) stockholder approval to issue shares of Common Stock in excess of the Exchange Cap or (ii) a written opinion from outside counsel that such approval is not required, which opinion shall be reasonably satisfactory to the Investor. The Company's stockholders approved the issuance of shares of Common Stock in excess of the Exchange Cap under the Purchase Agreement on July 23, 2026.