BUSINESS Organization We were incorporated in the state of Nevada on July 8, 2015. On November 4, 2015, we conducted the Share Exchange with Rent Pay, which became our wholly owned subsidiary Industry Background United States  Amount Borrowed (2023 estimate): The check-cashing and payday-loan services industry in the U.S. generated approximately $21.4 billion of revenue in 2023. This figure serves as a close proxy for total new payday‐loan originations since the vast majority of industry revenue comes directly from borrower fees and interest. https://www.ibisworld.com/united-states/market-size/check-cashing-payday-loan-services/5408/ South Africa According to the National Credit Regulator’s (NCR) Q4 2023 Consumer Credit Market Report :  Unsecured Credit (Q4 2023): Outstanding new unsecured credit agreements reached R 24.76 billion in the quarter ending December 2023.

BUSINESS Organization We were incorporated in the state of Nevada on July 8, 2015. On November 4, 2015, we conducted the Share Exchange with Rent Pay, which became our wholly owned subsidiary Industry Background Consumer Lending and Credit Management Industry – United States The consumer lending and alternative financial services industry in the United States represents a significant market segment that includes payday lending, installment lending, check cashing, and other short-term consumer finance products. According to IBISWorld, the U.S. check-cashing and payday-loan services industry generated approximately $21.4 billion in revenue during 2023, reflecting continued consumer demand for short-term and alternative credit products and related financial services.

BUSINESS Organization We were incorporated in the state of Nevada on July 8, 2015. On November 4, 2015, we conducted the Share Exchange with Rent Pay, which became our wholly owned subsidiary Industry Background United States  Amount Borrowed (2023 estimate): The check-cashing and payday-loan services industry in the U.S. generated approximately $21.4 billion of revenue in 2023. This figure serves as a close proxy for total new payday‐loan originations since the vast majority of industry revenue comes directly from borrower fees and interest. https://www.ibisworld.com/united-states/market-size/check-cashing-payday-loan-services/5408/ South Africa According to the National Credit Regulator’s (NCR) Q4 2023 Consumer Credit Market Report :  Unsecured Credit (Q4 2023): Outstanding new unsecured credit agreements reached R 24.76 billion in the quarter ending December 2023.

On November 4, 2015, we conducted the Share Exchange with Rent Pay, which became our wholly owned subsidiary Industry Background Consumer Lending and Credit Management Industry – United States The consumer lending and alternative financial services industry in the United States represents a significant market segment that includes payday lending, installment lending, check cashing, and other short-term consumer finance products. According to IBISWorld, the U.S. check-cashing and payday-loan services industry generated approximately $21.4 billion in revenue during 2023, reflecting continued consumer demand for short-term and alternative credit products and related financial services. While the Company is not currently engaged in consumer lending operations within the United States, it believes the U.S. consumer finance and credit management market may present future opportunities for expansion of its software platforms, technology solutions, and related financial services offerings.

Some of the healthcare laws and regulations applicable to us are subject to limited or evolving interpretations, and a review of our business or operations by a court, law enforcement, or a regulatory authority might result in a determination that could have a material adverse effect on us. Furthermore, the healthcare laws and regulations applicable to us may be amended or interpreted in a manner that could have a material adverse effect on our business, financial condition, cash flows and results of operations. Recent economic trends could adversely affect our financial performance.

Our actual results could differ materially from those anticipated in the forward-looking statements as a result of factors that are described below and elsewhere in this report. Summary of Risk Factors Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows, and prospects. These risks are discussed more fully below and include, but are not limited to, risks related to the following: Risks Related to Our Financial Condition and Need for Additional Capital ● We have incurred an accumulated net loss of $91.4 million since inception, which raises substantial doubt about our ability to continue as a going concern. ● We have substantial secured indebtedness outstanding, and if we are unable to service our debt, our secured creditors could seize and liquidate our assets. ● We do not expect our current cash position to be sufficient to fund operations and service our debt for the next 12 months, and additional capital may not be available on acceptable terms, if at all. ● Any future fundraising may be dilutive to existing stockholders and may impose restrictive covenants that limit our operational flexibility.

Failure to obtain this necessary capital when needed may force us to delay, limit or terminate operations. We do not expect that our current cash position will be sufficient to fund our current operations and service our current debt obligations for the next 12 months. Our operating plan may change as a result of many factors currently unknown to us, and we may need to seek additional funds sooner than planned, through public or private equity or debt financings, government or other third-party funding or a combination of these approaches.

Summary of Risk Factors Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows, and prospects. These risks are discussed more fully below and include, but are not limited to, risks related to the following: Risks Related to Our Financial Condition and Need for Additional Capital ● We have incurred an accumulated net loss of $91.4 million since inception, which raises substantial doubt about our ability to continue as a going concern. ● We have substantial secured indebtedness outstanding, and if we are unable to service our debt, our secured creditors could seize and liquidate our assets. ● We do not expect our current cash position to be sufficient to fund operations and service our debt for the next 12 months, and additional capital may not be available on acceptable terms, if at all. ● Any future fundraising may be dilutive to existing stockholders and may impose restrictive covenants that limit our operational flexibility. Risks Related to Our Business and Operations ● We have a limited operating history and a history of net operating losses, and we depend on continued access to capital and clinic revenue growth to fund our operations. ● The fertility and ART services industry is highly competitive, and new providers, technologies, or techniques could erode our market share, patient volume, and pricing power. ● Our growth strategy depends on identifying and successfully completing and integrating fertility clinic acquisitions, and we may fail to realize expected synergies or encounter unanticipated liabilities. ● We are heavily dependent on key executives, physicians, embryologists, and clinical personnel whose loss could materially harm our operations. ● Certain of our fertility clinics operate as joint ventures with medical partners who may fail to perform their obligations or seek to terminate their agreements. ● We face significant litigation exposure from medical malpractice, errors in handling reproductive materials, and product liability claims, which may exceed our insurance coverage. ● We rely on a single third-party manufacturer for INVOcell production, and any disruption in supply or product quality failure could limit our growth and harm our reputation. ● Our intellectual property rights may be challenged or circumvented, and we may be subject to costly third-party infringement claims.

In the interest of disclosure, we have included in this Form 10-K certain material events and developments that have taken place through the date of filing of this Form 10-K with the SEC. In this Annual Report on Form 10-K, INVO Fertility, Inc., formerly known as NAYA Biosciences, Inc., (INVO Fertility, Inc., together with its subsidiaries, is referred to in this document as “we”, “us”, “INVO Fertility”, “INVO”, or the “Company”), incorporates by reference certain information from parts of other documents filed with the SEC. The SEC allows us to disclose important information by referring to it in that manner.

In the interest of disclosure, we have included in this Form 10-K certain material events and developments that have taken place through the date of filing of this Form 10-K with the SEC. In this Annual Report on Form 10-K, INVO Fertility, Inc., (INVO Fertility, Inc., together with its subsidiaries, is referred to in this document as “we”, “us”, “INVO Fertility”, “INVO”, or the “Company”), incorporates by reference certain information from parts of other documents filed with the SEC. The SEC allows us to disclose important information by referring to it in that manner.

It entered the market with ready-to-eat meals, featuring 20 grams of complete plant-based protein per serving, distributed through both retail and institutional/foodservice channels. Borealis Foods’ innovative model and products have allowed it to appeal to a broad range of consumers, positioning it to compete directly in the global ramen market, which was estimated as a $57.7 billion global market in 2023 according to the Instant Noodles Global Market Report 2024. The Company’s innovative technology was used in the development of its first vertical, ramen noodles.

It entered the market with ready-to-eat meals, featuring 20 grams of complete plant-based protein per serving, distributed through both retail and institutional/foodservice channels. Borealis Foods’ innovative model and products have allowed it to appeal to a broad range of consumers, positioning it to compete directly in the global ramen market, which was estimated to be in excess of $60 billion global market in 2025-2026 according to industry reports, including the Instant Noodles Global Market Report 2026 published by The Business Research Company. The Company’s innovative technology was used in the development of its first vertical, ramen noodles.

Located in Saluda, South Carolina, the factory is one of the largest and most advanced ramen noodle producers in North America. With a widespread presence, Borealis Foods’ products are currently available in over approximately 28,000 points of distribution primarily in the U.S., Canada, Mexico, and Latin America. The products can be found across several channels of mass merchandisers (Walmart), club stores (Costco and Sam’s Club), limited assortments retailers (Aldi and Publix), traditional supermarkets (Albertson, Winn-Dixie, and Save Mart), regional retailer channels, and e-commerce distributors (Amazon, Walmart.com and Instacart).

Located in Saluda, South Carolina, the factory is one of the largest and most advanced ramen noodle producers in North America. With a widespread presence, Borealis Foods’ products are currently available in approximately 30,000 points of distribution primarily in the U.S., Canada, Mexico, and Latin America. The products can be found across several channels of mass merchandisers (Walmart), club stores (Costco and Sam’s Club), limited assortments retailers (Aldi and Publix), traditional supermarkets (Albertsons, Winn-Dixie, and Save Mart), regional retailer channels, and e-commerce distributors (Amazon, Walmart.com and Instacart).

Our transfer agent is Globex Transfer, LLC, located at 780 Deltona Blvd., Suite 202, Deltona, FL 32725. Holders As of December 31, 2024, there were 4 holders of record of our common stock and, 9,948,330 shares of our common stock were issued and outstanding. Dividends We have not declared or paid any cash dividends since inception.

Our transfer agent is Globex Transfer, LLC, located at 780 Deltona Blvd., Suite 202, Deltona, FL 32725. Holders As of the latest practicable date, there were 4 holders of record of our common stock and 9,948,330 shares of our common stock were issued and outstanding. Dividends We have not declared or paid any cash dividends since inception.

Results of Operations Year Ended December 31, 2024 compared to Year Ended December 31, 2023 Net Revenues We generated $Nil in revenues and incurred $Nil in cost of sales for the years ended December 31, 2024 and 2023. Selling, General and Administrative Expense During the year ended December 31, 2024, we incurred $43,158 in general and administration expenses compared to $30,500 in general and administration expenses for the year ended December 31, 2023. General and administrative expenses primarily consist of legal, accounting, consulting and other professional service fees.

Factors that could cause or contribute to such differences include but are not limited to those discussed below and elsewhere in this annual report. Selling, General and Administrative Expense During the year ended December 31, 2025, we incurred $34,659 in general and administrative expenses compared to $43,158 in general and administrative expenses for the year ended December 31, 2024. General and administrative expenses primarily consist of legal, accounting, consulting and other professional service fees.

References herein to the “Company”, “we”, “our”, and “us” denote TMCC and its consolidated subsidiaries. TMCC is marketed under the brands of Toyota Financial Services, Lexus Financial Services, Mazda Financial Services (“MFS”), and Bass Pro Shops Financial Services.</span></p><p style="font-size:10pt;margin-top:6pt;font-family:Times New Roman;margin-bottom:0;text-align:left;"><span style="color:#000000;white-space:pre-wrap;font-size:10pt;font-family:Times New Roman;font-kerning:none;min-width:fit-content;">We provide a variety of finance and voluntary vehicle and payment protection products and services to authorized Toyota and Lexus dealers or dealer groups, private label dealers or dealer groups, and, to a lesser extent, other domestic and import franchise dealers (collectively referred to as “dealers”) and their customers in the United States of America (the “U.S.”) and Puerto Rico. Our business is substantially dependent upon the sale of Toyota, Lexus, and private label vehicles.</span><span style="color:#000000;white-space:pre-wrap;font-size:10pt;font-family:Times New Roman;font-kerning:none;min-width:fit-content;"> </span></p><p style="font-size:10pt;margin-top:6pt;font-family:Times New Roman;margin-bottom:0;text-align:left;"><span style="color:#000000;white-space:pre-wrap;font-size:10pt;font-family:Times New Roman;font-kerning:none;min-width:fit-content;">Our products and services fall primarily into the following categories:</span></p><div class="item-list-element-wrapper" style="margin-left:4.537%;display:flex;margin-top:6pt;justify-content:flex-start;align-items:baseline;margin-bottom:0;min-width:4.537%;text-align:left;"><span style="color:#000000;white-space:pre-wrap;font-size:10pt;font-family:Times…

References herein to the “Company”, “we”, “our”, and “us” denote TMCC and its consolidated subsidiaries. TMCC is marketed under the brands of Toyota Financial Services, Lexus Financial Services, and Bass Pro Shops Financial Services.</span></p><p style="font-size:10pt;margin-top:6pt;font-family:Times New Roman;margin-bottom:0;text-align:left;"><span style="color:#000000;white-space:pre-wrap;font-size:10pt;font-family:Times New Roman;font-kerning:none;min-width:fit-content;">We provide a variety of finance and voluntary vehicle and payment protection products and services to authorized Toyota and Lexus dealers or dealer groups, private label dealers or dealer groups, and, to a lesser extent, other domestic and import franchise dealers (collectively referred to as “dealers”) and their customers in the United States of America (the “U.S.”) and Puerto Rico. Our business is substantially dependent upon the sale of Toyota, Lexus, and private label vehicles.</span><span style="color:#000000;white-space:pre-wrap;font-size:10pt;font-family:Times New Roman;font-kerning:none;min-width:fit-content;"> </span></p><p style="font-size:10pt;margin-top:6pt;font-family:Times New Roman;margin-bottom:0;text-align:left;"><span style="color:#000000;white-space:pre-wrap;font-size:10pt;font-family:Times New Roman;font-kerning:none;min-width:fit-content;">Our products and services fall primarily into the following categories:</span></p><div class="item-list-element-wrapper" style="margin-left:4.537%;display:flex;margin-top:6pt;justify-content:flex-start;align-items:baseline;margin-bottom:0;min-width:4.537%;text-align:left;"><span style="color:#000000;white-space:pre-wrap;font-size:10pt;font-family:Times New Roman;font-kerning:none;min-width:4.752626672113803%;word-break:keep-all;display:inline-flex;justify-content:flex-start;">•</span><div style="display:inline;"><span style="color:#000000;white-space:pre-wrap;font-weight:bold;font-size:10pt;font-family:Times New Roman;font-style:italic;font-kerning:none;min-width:fit-content;">Finance Operations</span><span style="color:#000000;white-space:pre-wrap;font-size:10pt;font-family:Times New Roman;font-kerning:none;min-width:fit-content;"> – We acquire retail installment sales contracts from dealers in the U.S. and Puerto Rico (“retail contracts”) and leasing contracts accounted for as operating leases (“lease contracts”) from dealers in the U.S.

We collectively refer to our dealer financing portfolio as the “dealer portfolio.”</span></div></div><div class="item-list-element-wrapper" style="margin-left:4.537%;display:flex;margin-top:6pt;justify-content:flex-start;align-items:baseline;margin-bottom:0;min-width:4.537%;text-align:left;"><span style="color:#000000;white-space:pre-wrap;font-size:10pt;font-family:Times New Roman;font-kerning:none;min-width:4.752626672113803%;word-break:keep-all;display:inline-flex;justify-content:flex-start;">•</span><div style="display:inline;"><span style="color:#000000;white-space:pre-wrap;font-weight:bold;font-size:10pt;font-family:Times New Roman;font-style:italic;font-kerning:none;min-width:fit-content;">Voluntary Protection Operations</span><span style="color:#000000;white-space:pre-wrap;font-size:10pt;font-family:Times New Roman;font-kerning:none;min-width:fit-content;"> – Through Toyota Motor Insurance Services, Inc., a wholly-owned subsidiary, and its insurance company subsidiaries (collectively referred to as “TMIS”), we provide underwriting and claims administration for voluntary vehicle and payment protection products sold by dealers in the U.S. Our voluntary vehicle and payment protection products include vehicle service, guaranteed auto protection, prepaid maintenance, excess wear and use, tire and wheel protection, key replacement protection, and used vehicle limited warranty contracts (“voluntary protection products”). TMIS also provides coverage and related administrative services to certain of our affiliates in the U.S. </span></div></div><p style="font-size:10pt;margin-top:6pt;font-family:Times New Roman;margin-bottom:0;text-align:left;"><span style="color:#000000;white-space:pre-wrap;font-size:10pt;font-family:Times New Roman;font-kerning:none;min-width:fit-content;">Our finance operations are located in the U.S. and Puerto Rico with earning assets principally sourced through Toyota,…

We collectively refer to our dealer financing portfolio as the “dealer portfolio.”</span></div></div><div class="item-list-element-wrapper" style="margin-left:4.537%;display:flex;margin-top:6pt;justify-content:flex-start;align-items:baseline;margin-bottom:0;min-width:4.537%;text-align:left;"><span style="color:#000000;white-space:pre-wrap;font-size:10pt;font-family:Times New Roman;font-kerning:none;min-width:4.752626672113803%;word-break:keep-all;display:inline-flex;justify-content:flex-start;">•</span><div style="display:inline;"><span style="color:#000000;white-space:pre-wrap;font-weight:bold;font-size:10pt;font-family:Times New Roman;font-style:italic;font-kerning:none;min-width:fit-content;">Voluntary Protection Operations</span><span style="color:#000000;white-space:pre-wrap;font-size:10pt;font-family:Times New Roman;font-kerning:none;min-width:fit-content;"> – Through Toyota Motor Insurance Services, Inc., a wholly-owned subsidiary, and its insurance company subsidiaries (collectively referred to as “TMIS”), we provide underwriting and claims administration for voluntary vehicle and payment protection products sold by dealers in the U.S. Our voluntary vehicle and payment protection products include prepaid maintenance, vehicle service, guaranteed auto protection, certified pre-owned limited warranties, tire and wheel protection, key replacement protection, and excess wear and use contracts (“voluntary protection products”). TMIS also provides coverage and related administrative services to certain of our affiliates in the U.S. </span></div></div><p style="font-size:10pt;margin-top:6pt;font-family:Times New Roman;margin-bottom:0;text-align:left;"><span style="color:#000000;white-space:pre-wrap;font-size:10pt;font-family:Times New Roman;font-kerning:none;min-width:fit-content;">Our finance operations are located in the U.S. and Puerto Rico with earning assets principally sourced through Toyota, Lexus, and private label dealers.

TFSC manages TMC’s worldwide financial services operations. TMCC is marketed under the brands of Toyota Financial Services, Lexus Financial Services, Mazda Financial Services (“MFS”), and Bass Pro Shops Financial Services. We provide a variety of finance and voluntary vehicle and payment protection products and services to authorized Toyota and Lexus dealers or dealer groups, private label dealers or dealer groups, and to a lesser extent, other domestic and import franchise dealers (collectively referred to as “dealers”) and their customers in the United States of America (the “U.S.”) and Puerto Rico.

TFSC manages TMC’s worldwide financial services operations. TMCC is marketed under the brands of Toyota Financial Services, Lexus Financial Services, and Bass Pro Shops Financial Services. We provide a variety of finance and voluntary vehicle and payment protection products and services to authorized Toyota and Lexus dealers or dealer groups, private label dealers or dealer groups, and to a lesser extent, other domestic and import franchise dealers (collectively referred to as “dealers”) and their customers in the United States of America (the “U.S.”) and Puerto Rico.