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INVO Fertility, Inc. Announces Annual Meeting Results

Strategic Insights

— 2 min read

On June 25, 2025, INVO Fertility, Inc. held its 2025 annual meeting of stockholders, where a total of 842,876 shares of common stock constituting a quorum, were represented in person or by valid proxies. The meeting resulted in the election of five new directors, the ratification of the appointment of M&K CPAs PLLC as the company's independent public accountant, and the approval of several proposals, including the issuance of common stock upon conversion of Series C-2 Preferred, the conversion of an outstanding 7.0% Senior Secured Convertible Debenture, and the exercise of outstanding warrants.

Key Takeaways:

  • The Company's stockholders voted to elect five new directors, including Trent Davis, Rebecca Messina, Barbara Ryan, Steven Shum, and Matthew Szot, who will serve until the next annual meeting of stockholder or until their respective successors have been duly elected and qualified, or until such director's earlier resignation, removal or death.
  • The stockholders approved the ratification of the appointment of M&K CPAs PLLC as the Company's independent public accountant for the fiscal year ending December 31, 2025, with 779,963 votes in favor and 52,098 votes against.
  • The stockholders approved the issuance of common stock upon conversion of Series C-2 Preferred, the conversion of an outstanding 7.0% Senior Secured Convertible Debenture, and the exercise of outstanding warrants, with 222,410 votes in favor of the Series C-2 Preferred Conversion Proposal, 229,971 votes in favor of the Amended and Restated Debenture Conversion Proposal, and 223,551 votes in favor of the Inducement Warrant Exercise Proposal.
  • The stockholders approved the third amendment and restatement of the Company's 2019 Stock Incentive Plan to increase the number of shares of common stock available for issuance thereunder to a total amount of 1,200,000, with 248,324 votes in favor.
  • The stockholders approved, by non-binding advisory vote, of the resolution approving named executive officer compensation, with 219,381 votes in favor.

Statistics:

  • The number of shares of common stock represented at the annual meeting: 842,876
  • The number of directors elected: 5
  • The vote count for the ratification of the appointment of M&K CPAs PLLC: 779,963 in favor and 52,098 against
  • The vote count for the issuance of common stock upon conversion of Series C-2 Preferred: 222,410 in favor and 114,060 against
  • The vote count for the conversion of an outstanding 7.0% Senior Secured Convertible Debenture: 229,971 in favor and 113,405 against
  • The vote count for the exercise of outstanding warrants: 223,551 in favor and 112,942 against
  • The vote count for the third amendment and restatement of the Company's 2019 Stock Incentive Plan: 248,324 in favor and 86,984 against
  • The vote count for the resolution approving named executive officer compensation: 219,381 in favor and 117,286 against

Sources:

  • UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  • INVO Fertility, Inc. 2025 Proxy Statement

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