INVO Fertility Inc美股招股说明书（2026年2月12日版）

Up to 9,467,456 Shares of Common Stock This prospectus relates to the offer and sale by Armistice Capital Master Fund Ltd. (“Armistice” or the Selling Stockholder”) of up toan aggregate of 9,467,456 shares (the “Shares”) of common stock of INVO Fertility, Inc. (“we,” “us,” “our,” or the “Company”), parvalue $0.0001 per share (the “Common Stock”), issuable upon exercise of a warrant (the “Inducement Warrant”) to purchase shares ofCommon Stock issued by us to Armistice pursuant to an inducement letter agreement, dated January 28, 2026, between us and Armistice 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 Armistice. However, we may receive up to $15,053,255 upon Armistice’s exercise of the Inducement Warrant. All expenses of This prospectus describes the manner in which the Shares may be sold or otherwise disposed of by the Selling Stockholder. You shouldcarefully read this prospectus, as well as the documents incorporated by reference or deemed to be incorporated by reference into this 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 January 30, 2026 was $1.37 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 to 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 February 12, 2026. 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 warrants are not beingoffered in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or any 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 names INDUSTRY AND MARKET DATA Unless otherwise indicated, information contained in this prospectus concerning the Company’s industry and the markets in which itoperates, including market position and market opportunity, is based on information from management’s estimates, as well as fromindustry publications and research, surveys and studies conducted by third parties. The third-party sources from which the Companyhas obtained information generally state that the information contained therein has been obtained from sources believed to be reliable,but the Company cannot assure you that this information is accurate or complete. The Company has not independently verified any ofthe data from third-party sources nor has it verified the underlying economic assumptions relied upon by those third parties. Similarly,internal company surveys, industry forecasts, and market research, which the Company believes to be reliable, based uponmanagement’s knowledge of the industry, have not been verified by any independent sources. The Company’s internal surveys arebased on data it has collected over the past several years, which it believes to be reliable. Management estimates a