INVO Fertility stockholders approve key proposals at annual meeting

INVO Fertility, Inc. (NASDAQ:IVF), currently trading at $1.02 with a market capitalization of $2.2 million, held its 2025 annual meeting of stockholders on Wednesday. According to a press release statement and SEC filing, a quorum was present with 842,876 shares of common stock represented in person or by proxy. InvestingPro analysis indicates the company faces significant challenges, with multiple indicators suggesting financial stress.

Stockholders voted on several proposals amid challenging market conditions, with the stock trading near its 52-week low of $0.97 and down over 90% in the past year. All five nominees for the board of directors— Trent (NSE:TREN) Davis, Rebecca Messina, Barbara Ryan, Steven Shum, and Matthew Szot—were elected to serve until the next annual meeting or until their successors are elected and qualified. Vote totals for each director ranged from 281,419 to 301,661 shares in favor, with 37,057 to 57,299 shares withheld, and 504,158 broker non-votes.

The appointment of M&K CPAs PLLC as the company’s independent public accountant for the fiscal year ending December 31, 2025, was ratified. The vote was 779,963 shares for, 52,098 against, and 10,815 abstentions.

Stockholders also approved several proposals relating to the issuance of common stock in accordance with Nasdaq Listing Rule 5635. These included the conversion of Series C-2 Non-Voting Convertible Preferred Stock, conversion of a 7.0% Senior Secured Convertible Debenture, and exercise of inducement warrants. Votes in favor for these proposals ranged from 222,410 to 229,971 shares, with 112,942 to 114,060 against, and 2,225 to 2,342 abstentions. Each had 504,158 broker non-votes.

A third amendment and restatement of the company’s 2019 Stock Incentive Plan was approved, increasing the number of shares available for issuance to 1,200,000. The vote was 248,324 for, 86,984 against, and 3,410 abstentions, with 504,158 broker non-votes.

A non-binding advisory vote to approve named executive officer compensation also passed, with 219,381 shares for, 117,286 against, and 2,051 abstentions.

The meeting was adjourned on proposal 3, relating to an amendment to increase authorized shares of common stock, and will reconvene virtually on July 9, 2025.

All information is based on a press release statement and the company’s SEC filing.

In other recent news, INVO Fertility, Inc. has received a notice of allowance for a new patent on a modified version of its INVOcell device, extending intellectual property protection through 2040. This development reflects feedback from embryologists to simplify the device design. Furthermore, INVO Fertility has expanded telehealth services at its Wisconsin clinic, allowing virtual consultations across nine states to improve access to fertility care. Additionally, the company has entered into a definitive agreement with an institutional investor, issuing new warrants that could generate approximately $750,000 in gross proceeds, supporting its operational and growth initiatives. However, INVO Fertility faces a potential Nasdaq delisting due to a late 10-K filing for the fiscal year ending December 2024. The company has until June 15, 2025, to submit a compliance plan. In a separate development, INVO Fertility has changed its name from NAYA Biosciences, Inc. and plans to update its Nasdaq trading symbol.

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