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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM
 10-K/A

 (Amendment
No. 1)

 Annual
 Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 For
 the fiscal year ended December 31, 2023

 or

 Transition
 Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 For
 the transition period from to

 INVO

 (Exact
name of registrant as specified in Charter)

 Nevada

 001-39701

 20-4036208

 (State
 or other jurisdiction of incorporation or organization)

 (Commission

 File
 No.)

 (IRS
 Employee

 Identification
 No.)

 5582
Broadcast Court Sarasota, Florida, 34240

 (Address
of Principal Executive Offices)

 Registrant's
telephone number, including area code: (978) 878-9505

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 symbol(s)

 Name
 of each exchange on which registered

 Stock, $0.0001 par value per share

 INVO

 The
 Nasdaq Stock Market LLC

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES NO

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES NO

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. YES NO

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). YES NO

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES NO

 The
aggregate market value of the voting stock and non-voting common equity held by non-affiliates of the registrant as of the last business
day of the registrant's most recently completed second fiscal quarter ended June 30, 2023 was $ 3,072,404 based upon the closing
price of the registrant's common stock of $4.00 on the NASDAQ as of that date.

 The
number of shares outstanding of the registrant's common stock, $0.0001 par value, as of April 16, 2024 was 2,743,031.

 DOCUMENTS
INCORPORATED BY REFERENCE

 Portions
of the registrant's Proxy Statement for the 2023 Annual Meeting of Stockholders are incorporated herein by reference in Part III
of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission
within 120 days of the registrant's fiscal year ended December 31, 2023.

 Explanatory
Note

 This
Amendment No. 1 to Form 10-K (this "Amendment" or "Amendment No. 1") amends the Annual Report on Form 10-K for
the fiscal year ended December 31, 2023 originally filed on April 16, 2024 (the "Original Filing") by INVO Bioscience, Inc.,
a Nevada corporation ("INVO," the" Company," "we," or "us"). We are filing this Amendment
to include an updated consent of M&K CPA's PLLC, our independent registered public accounting firm (the "Auditors"),
to the incorporation in previously filed Registration Statements on Form S-8 Nos. 333-234230 and 333-252228, 333-263239, and 333-269258,
Form S-3 333-255096, and Form S-1 Nos. 333-272872 and 333-273174 of its report dated April 16, 2024 of the Company relating to the audit
of the consolidated financial statements as of December 31, 2023 and 2022, and for the periods then ended, including an explanatory
paragraph regarding the Company's ability to continue as a going concern, and the reference to the Auditors under the caption "Experts"
in such registration statements.

 In
addition, Footnote 8 of the financial statements is being amended to state that the noncompetition agreements were deemed to have a useful
life of 5 years instead of 15 years.

 Except
as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of
the Original Filing, respectively, and we have not updated the disclosures contained therein to reflect any events which occurred at
a date subsequent to the filing of the Original Filing. Accordingly, this Amendment should be read in conjunction with our Original Filing
and our other filings made with the SEC subsequent to the filing of the Form 10-K.

 FORM

 Part
II

 Item
8. Financial Statements and Supplementary Data

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID No. 2738)

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022

 Consolidated Statements of Stockholders' Equity (Deficit) for the Period from January 1, 2022 to December 31, 2023

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

 Notes to Consolidated Financial Statements

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and

 Stockholders
of INVO Bioscience, Inc.

 Opinion
on the Consolidated Financial Statements

 We have audited the accompanying consolidated balance sheets of INVO Bioscience, Inc. (the Company) as of December 31, 2023 and 2022,
and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for each of the years in the
two-year period ended December 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion,
the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022,
and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity
with accounting principles generally accepted in the United States of America.

 Going
Concern

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As
discussed in Note 2 to the consolidated financial statements, the Company has suffered net losses from operations and has a net
capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management's plans
regarding those matters are discussed in Note 2. The consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered
with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated
financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical
Audit Matter

 The
critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements
that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that
are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as
a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit
matter or on the accounts or disclosures to which it relates.

 Revenue Transactions and Improper Revenue
Recognition

 As discussed in Note 1 to the consolidated financial statements, the Company recognizes revenue on arrangements in
accordance with ASC 606, Revenue from Contracts with Customers. The core principle of ASC 606 is to recognize revenues when promised goods
or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those
goods or services. ASC 606 requires companies to assess their contracts to determine the timing and amount of revenue to recognize under
the revenue standard. The model has a five-step approach:

 Identify the contract with the customer.

 Identify the performance obligations in the contract.

 Determine the total transaction price.

 Allocate the total transaction price to each performance obligation in the contract.

 Recognize as revenue when (or as) each performance obligation is satisfied.

 Auditing management's evaluation of revenue from contracts with customers involves significant judgment, given
the fact that the agreements require management's evaluation, identification of the contract and the performance obligation, the
total transaction price and the allocation of the total transaction price, the determination of when the performance obligation is satisfied,
and consideration that revenue is an inherent fraud risk.

 To evaluate the appropriateness and accuracy of the assessment by management, we evaluated management's assessment
in relationship to the relevant agreements.

 /s/
 M&K CPAS, PLLC

 M&K CPAS, PLLC

 PCAOB ID: 2738

 We
have served as the Company's auditor since 2019.

 The Woodlands,
TX

 April
16, 2024

 F- 1

 INVO

 CONSOLIDATED
BALANCE SHEETS

 2023

 2022

 31,

 31,

 2023

 2022

 ASSETS

 Cash

 $
 232,424

 $
 90,135

 receivable

 140,550

 77,149

 Inventory

 264,507

 263,602

 Prepaid
 expenses and other current assets

 622,294

 190,201

 Total
 current assets

 1,259,775

 621,087

 Property
 and equipment, net

 826,418

 436,729

 Lease
 right of use

 5,740,929

 1,808,034

 Intangible
 assets, net

 4,093,431

 -

 Goodwill

 5,878,986

 -

 Investment in NAYA

 2,172,000

 -

 Equity investments

 916,248

 1,237,865

 Total

 $
 20,887,787

 $
 4,103,715

 LIABILITIES
 AND STOCKHOLDERS' EQUITY (DEFICIT)

 payable and accrued liabilities

 $
 2,330,381

 $
 1,349,038

 Accrued
 compensation

 722,251

 946,262

 Notes
 payable - current portion, net

 629,920

 100,000

 Notes
 payable - related party, net

 880,000

 662,644

 Notes
 payable, net

 880,000

 662,644

 408,769

 119,876

 Lease
 liability, current portion

 397,554

 231,604

 payments for acquisition, current portion

 2,500,000

 -

 Other
 current liabilities

 350,000

 -

 Total
 current liabilities

 8,218,875

 3,409,424

 Lease
 liability, net of current portion

 5,522,090

 1,669,954

 Notes payable – net of current portion

 1,253,997

 -

 tax liability

 -

 1,949

 payments for acquisition, net of current portion

 5,000,000

 -

 Total

 19,994,962

 5,081,327

 Stockholders'
 equity (deficit)

 Series B Preferred Stock, $ 5.00 par value; 1,200,000 shares authorized; 1,200,000 and 0 issued and outstanding as
of December 31, 2023 and 2022, respectively.

 6,000,000

 -

 Stock, $.0001 par value; 50,000,000 shares authorized; 2,492,531 and 608,611 issued and outstanding as of December 31, 2023 and 2022,
 respectively

 paid-in capital

 52,710,721

 48,805,860

 Accumulated
 deficit

 ( 57,818,145
)

 ( 49,783,533
)

 Total
 stockholders' equity (deficit)

 892,825

 ( 977,612
)

 Total
 liabilities and stockholders' equity (deficit)

 $
 20,887,787

 $
 4,103,715

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 2

 INVO

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 2023

 2022

 For the Years Ended

31,

 2023

 2022

 Revenue:

 Clinic

 2,862,574

 614,854

 Product

 158,001

 207,342

 Total

 3,020,575

 822,196

 Operating
 expenses:

 Cost
 of revenue

 1,934,437

 850,770

 Selling,
 general and administrative expenses

 7,486,454

 9,976,563

 Research
 and development expenses

 165,945

 544,043

 Depreciation
 and amortization

 200,894

 77,301

 Total
 operating expenses

 9,787,730

 11,448,677

 Loss
 from operations

 ( 6,767,155
)

 ( 10,626,481
)

 Other
 income (expense):

 Loss
 from equity method joint ventures

 ( 60,270
)

 ( 200,558
)

 Impairment from equity method joint venture

 ( 89,794
)

 -

 Loss from debt extinguishment

 ( 163,278
)

 -

 income

 -

 expense

 ( 925,909
)

 ( 59,445
)

 Foreign
 currency exchange loss

 ( 420
)

 ( 3,463
)

 Total
 other expenses

 ( 1,239,671
)

 ( 263,158
)

 Net
 loss before income taxes

 ( 8,006,826
)

 ( 10,889,639
)

 Provision for income
 taxes

 27,786

 2,872

 Net
 loss

 $
)

 $
)

 Net
 loss per common share:

 Basic

 ( 5.13
)

 ( 17.97
)

 Diluted

 ( 5.13
)

 ( 17.97
)

 average number of common shares outstanding:

 Basic

 1,565,951

 606,130

 Diluted

 1,565,951

 606,130

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 3

 INVO

 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

 Amount

 Amount

 Capital

 Deficit

 Total

 Stock

 Preferred
 Stock

 Paid-in

 Accumulated

 Amount

 Amount

 Capital

 Deficit

 Total

 Balances,
 December 31, 2021

 596,457

 $

 $

 $
 46,201,642

 $
 ( 38,891,022
)

 $
 7,310,680

 stock issued to directors and employees

 4,360

 -

 -

 -

 484,807

 -

 484,807

 stock issued for services

 3,063

 -

 -

 -

 123,211

 -

 123,211

 from the sale of common stock, net of fees and expenses

 4,731

 -

 -

 289,800

 -

 289,801

 Stock
 options issued to directors and employees as compensation

 -

 -

 -

 -

 1,616,400

 -

 1,616,400

 Warrants
 issued with notes payable

 -

 -

 -

 -

 90,000

 -

 90,000

 Net
 Loss

 -

 -

 -

 -

 -

)

)

 Balances,
 December 31, 2022

 608,611

 $

 -

 $
 -

 $
 48,805,860

 $
 ( 49,783,533
)

 ( 977,612
)

 Balances

 608,611

 $

 -

 $
 -

 $
 48,805,860

 $
 ( 49,783,533
)

 ( 977,612
)

 stock issued to directors and/or employees

 4,269

 -

 -

 -

 56,936

 -

 56,936

 stock issued for services

 50,817

 -

 -

 287,445

 -

 287,450

 Preferred
 stock issued

 -

 -

 1,200,000

 6,000,000

 ( 3,828,000
)

 -

 2,172,000

 from the sale of common stock, net of fees and expenses

 1,617,500

 -

 -

 5,701,784

 -

 5,701,945

 stock issued for liability settlement

 16,250

 -

 -

 65,196

 -

 65,198

 stock issued with notes payable

 4,167

 -

 -

 56,313

 -

 56,314

 Options
 exercised for cash

 -

 -

 -

 2,375

 -

 2,375

 Warrants
 exercised (cashless)

 43,985

 -

 -

 ( 4
)

 -

 -

 Prefunded warrant exercise

 146,500

 -

 -

 23,039

 -

 23,054

 Stock
 options issued to directors and employees as compensation

 -

 -

 -

 -

 1,049,109

 -

 1,049,109

 Warrants
 issued with notes payable

 -

 -

 -

 -

 490,668

 -

 490,668

 Rounding
 for reverse split

 -

 -

 -

 -

 -

 -

 Net
 loss

 -

 -

 -

 -

 -

)

)

 Balances,
 December 31, 2023

 2,492,531

 1,200,000

 6,000,000

 52,710,721

 ( 57,818,145
)

 892,825

 Balances

 2,492,531

 1,200,000

 6,000,000

 52,710,721

 ( 57,818,145
)

 892,825

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 4

 INVO

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 For the Years Ended

31,

 2023

 2022

 Cash
 flows from operating activities:

 Net
 loss

 $
)

 $
)

 Adjustments
 to reconcile net loss to net cash used in operating activities:

 Non-cash
 stock compensation issued for services

 287,450

 123,211

 Non-cash
 stock compensation issued to directors and/or employees

 56,936

 484,807

 Fair
 value of stock options issued to employees

 1,049,109

 1,616,401

 Non-cash
 compensation for services

 180,000

 120,000

 Amortization
 of discount on notes payable

 720,128

 52,644

 Loss
 on impairment of intangible assets

 -

 132,227

 Loss
 from equity method investment

 60,270

 200,558

 Impairment from equity method joint venture

 89,794

 -

 Loss from debt extinguishment

 163,278

 -

 Depreciation
 and amortization

 200,894

 77,301

 Changes
 in assets and liabilities:

 receivable

 ( 63,401
)

 ( 26,679
)

 Inventory

 ( 905
)

 24,171

 Prepaid
 expenses and other current assets

 ( 432,093
)

 92,550

 payable and accrued expenses

 924,678

 904,060

 Accrued
 compensation

 ( 224,011
)

 364,573

 288,893

 113,976

 Other
 current liabilities

 ( 226,568
)

 -

 Leasehold
 liability

 85,191

 7,026

 Accrued
 interest

 121,864

 1,556

 tax liabilities

 ( 1,949
)

 Net
 cash used in operating activities

 ( 4,755,054
)

 ( 6,603,319
)

 Cash
 used in investing activities:

 Payments
 to acquire property, plant, and equipment

 ( 444,722
)

 ( 10,785
)

 Payments
 to acquire intangible assets

 -

 ( 1,943
)

 Investment
 in joint ventures

 ( 8,447
)

 ( 68,489
)

 Payment
 for acquisitions

 ( 2,041,710
)

 -

 Net
 cash used in investing activities

 ( 2,494,879
)

 ( 81,217
)

 Cash
 from financing activities:

 from notes payable

 3,060,250

 100,000

 from notes payable – related parties

 100,000

 700,000

 from the sale of common stock, net of offering costs

 5,701,948

 289,800

 Proceeds from warrant exercise

 23,051

 -

 from option exercise

 2,375

 -

 Principal
 payments on notes payable

 ( 1,495,402
)

 -

 Net
 cash provided by financing activities

 7,392,222

 1,089,800

 Increase
 in cash and cash equivalents

 142,289

 ( 5,594,736
)

 Cash
 and cash equivalents at beginning of period

 90,135

 5,684,871

 Cash
 and cash equivalents at end of period

 $
 232,424

 $
 90,135

 Supplemental
 disclosure of cash flow information:

 Cash
 paid during the period for:

 $
 9,640

 $
 -

 Taxes

 $
 -

 $

 Noncash
 activities:

 Fair
 value of warrants issued with debt

 $
 490,668

 $
 90,000

 Fair value of common stock issued with debt

 $
 56,314

 $
 -

 Fair
 value of shares issued for settlement of liability

 $
 65,198

 $
 -

 Initial
 ROU asset and lease liability

 $
 4,269,881

 $
 -

 Fair value of Series B preferred shares issued in exchange for shares of NAYA common stock

 $
 2,172,000

 $
 -

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 5

 INVO

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 DECEMBER

 Note
1 – Summary of Significant Accounting Policies

 Description
of Business

 INVO
Bioscience, Inc. ("INVO" or the "Company") is a healthcare services fertility company dedicated to expanding
the assisted reproductive technology ("ART") marketplace by making fertility care accessible and inclusive to people around
the world. The Company's commercialization strategy is focused on the opening of dedicated "INVO Centers" offering
the INVOcell and IVC procedure (with three centers in North America now operational), the acquisition of US-based, profitable in vitro
fertilization ("IVF") clinics (with one such clinic acquired in August 2023) and the sale and distribution of our technology
solution into existing fertility clinics. The Company's proprietary technology, INVOcell, is a revolutionary medical device that
allows fertilization and early embryo development to take place in vivo within the woman's body. This treatment solution is the
world's first intravaginal culture technique for the incubation of oocytes and sperm during fertilization and early embryo development.

 Basis
of Presentation

 The
accompanying consolidated financial statements present on a consolidated basis the accounts of the Company and its wholly owned subsidiaries
and controlled affiliates. The Company presents noncontrolling interest within the equity section of its consolidated balance sheets
and the amount of consolidated net income (loss) that is attributable to the Company and to the noncontrolling interest in its consolidated
statement of operations. All significant intercompany accounts and transactions have been eliminated in consolidation.

 The
Company uses the equity method of accounting when it owns an interest in an entity whereby it can exert significant influence over but
cannot control the entity's operations.

 The
preparation of the Company's consolidated financial statements requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during the reporting periods.

 The
Company considers events or transactions that have occurred after the consolidated balance sheet date of December 31, 2023, but prior
to the filing of the consolidated financial statements with the SEC in this Annual Report on Form 10-K, to provide additional evidence
relative to certain estimates or to identify matters that require additional disclosure, as applicable. Subsequent events have been evaluated
through the date of the filing of this Annual Report on Form 10-K.

 Reclassifications

 Certain
amounts in the consolidated financial statements for the prior year have been reclassified to conform to the current year presentation.
These reclassifications had no impact on net earnings, financial position, or cash flows.

 Business
Segments

 The
Company operates in one segment and therefore segment information is not presented.

 Business
Acquisitions

 The
Company accounts for all business acquisitions at fair value and expenses acquisition costs as they are incurred. Any identifiable assets
acquired and liabilities assumed are recognized and measured at their respective fair values on the acquisition date. If information
about facts and circumstances existing as of the acquisition date is incomplete at the end of the reporting period in which a business
acquisition occurs, the Company will report provisional amounts for the items for which the accounting is incomplete. The measurement
period ends once the Company receives sufficient information to finalize the fair values; however, the period will not exceed one year
from the acquisition date. Any adjustments to provisional amounts that are identified during the measurement period are recognized in
the reporting period in which the adjustment amounts are determined.

 Variable
Interest Entities

 The
Company's consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and variable interest
entities ("VIE"), where the Company is the primary beneficiary under the provisions of ASC 810, Consolidation ("ASC
810"). A VIE must be consolidated by its primary beneficiary when, along with its affiliates and agents, the primary beneficiary
has both: (i) the power to direct the activities that most significantly impact the VIE's economic performance; and (ii) the obligation
to absorb losses or the right to receive the benefits of the VIE that could potentially be significant to the VIE. The Company reconsiders
whether an entity is still a VIE only upon certain triggering events and continually assesses its consolidated VIEs to determine if it
continues to be the primary beneficiary. See "Note 3 – Variable Interest Entities" for additional information on the
Company's VIEs.

 F- 6

 Equity
Method Investments

 Investments
in unconsolidated affiliates, which the Company exerts significant influence but does not control or otherwise consolidate are accounted
for using the equity method. Equity method investments are initially recorded at cost. These investments are included in investment in
joint ventures in the accompanying consolidated balance sheets. The Company's share of the profits and losses from these investments
is reported in loss from equity method joint venture in the accompanying consolidated statements of operations. The Company monitors
its investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating
performance of the investees and records reductions in carrying values when necessary.

 Use
of Estimates

 In
preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates
and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at
the date of the consolidated financial statements and revenues and expenses during the reported period. Actual results could differ from
those estimates.

 Cash
and Cash Equivalents

 For
financial statement presentation purposes, the Company considers time deposits, certificates of deposit and all highly liquid investments
with original maturities of three months or less to be cash and cash equivalents. At times, cash and cash equivalents balances exceed
amounts insured by the Federal Deposit Insurance Corporation.

 Inventory

 Inventories
consist of raw materials, work in process and finished goods and are stated at the lower of cost or net realizable value, using the first-in,
first-out method as a cost flow method.

 Property
and Equipment

 The
Company records property and equipment at cost. Property and equipment is depreciated using the straight-line method over the estimated
economic lives of the assets, which are from 3 to 10 years. The Company capitalizes the expenditures for major renewals and improvements
that extend the useful lives of property and equipment. Expenditures for maintenance and repairs are charged to expense as incurred.
The Company reviews the carrying value of long-lived assets for impairment at least annually or whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. The recoverability of long-lived assets is measured by a comparison
of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered
impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its
fair market value.

 Long-
Lived Assets

 Long-lived
assets and certain identifiable assets related to those assets are periodically reviewed for impairment whenever circumstances and situations
change such that there is an indication that the carrying amounts may not be recoverable. If the non-discounted future cash flows of
the asset are less than their carrying amount, their carrying amounts are reduced to the fair value and an impairment loss recognized.
There was no impairment recorded during the year ended December 31, 2023, and an impairment of $ 132,227 recorded during the year ended
December 31, 2022.

 F- 7

 Fair
Value of Financial Instruments

 ASC
825-10-50, "Disclosures about Fair Value of Financial Instruments," requires disclosure of the fair value of certain financial
instruments. The carrying value of cash and cash equivalents, accounts payable and borrowings, as reflected in the balance sheets, approximate
fair value because of the short-term maturity of these instruments.

 Effective
January 1, 2008, the Company adopted ASC 820-10, "Fair Value Measurements", which provides a framework for measuring fair
value under GAAP. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability
(an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants
on the measurement date. ASC 820-10 requires that valuation techniques maximize the use of observable inputs and minimize the use of
unobservable inputs.

 Income
Taxes

 The
Company is subject to income taxes in the United States and its domestic tax liabilities are subject to the allocation of expenses in
multiple state jurisdictions. The Company uses the asset and liability method to account for income taxes. Under this method, deferred
income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered
or settled. The recoverability of deferred tax assets is evaluated by assessing the adequacy of future expected taxable income from all
sources, including taxable income in prior carryback years, reversal of taxable temporary differences, forecasted operating earnings
and available tax planning strategies. To the extent the Company does not consider it more-likely-than-not that a deferred tax asset
will be recovered, a valuation allowance is established.

 Concentration
of Credit Risk

 Cash
includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Corporation ("FDIC")
limits. As of December 31, 2023, the Company did not have cash balances in excess of FDIC limits.

Recognition

 The
Company recognizes revenue on arrangements in accordance with ASC 606, Revenue from Contracts with Customers ("ASC 606").
The core principle of ASC 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that
reflects the consideration to which an entity expects to be entitled for those goods or services ASC 606 requires companies to assess
their contracts to determine the timing and amount of revenue to recognize under the new revenue standard. The model has a five-step
approach:

 1.

 Identify
 the contract with the customer.

 2.

 Identify
 the performance obligations in the contract.

 3.

 Determine
 the total transaction price.

 4.

 Allocate
 the total transaction price to each performance obligation in the contract.

 5.

 Recognize
 as revenue when (or as) each performance obligation is satisfied.

 F- 8

generated from the sale of INVOcell is typically recognized at the time the product is shipped, at which time the title passes to the
customer, and there are no further performance obligations.

generated from clinical and lab services related at the Company's affiliated INVO Centers is typically recognized at the time the
service is performed.

 Stock
Based Compensation

 The
Company accounts for stock-based compensation under the provisions of Accounting Standards Codification ("ASC") subtopic
718-10, Compensation ("ASC 718-10"). This statement requires the Company to measure the cost of employee services received
in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost is recognized over the period
in which the employee is required to provide service or based on performance goals in exchange for the award, which is usually the vesting
period.

 Loss
Per Share

 Basic
loss per share calculations are computed by dividing net loss by the weighted-average number of common shares outstanding. Diluted earnings
per share are computed similar to basic earnings per share except that the denominator is increased to include potentially dilutive securities.
The Company's diluted loss per share is the same as the basic loss per share for the years ended December 31, 2023, and 2022, as
the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.

 Schedule of Earnings Per Share Basic and Diluted

 2023

 2022

 Year
 Ended
 31,

 2023

 2022

 Net
 loss (numerator)

 $
)

 $
)

 Basic
 and diluted weighted-average number of common shares outstanding (denominator)

 1,565,951

 606,130

 Basic
 and diluted net loss per common share

 ( 5.13
)

 ( 17.97
)

 The
Company has excluded the following dilutive securities from the calculation of fully diluted shares outstanding because the result would
have been anti-dilutive:

 Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

 2023

 2022

 As
 of December 31,

 2023

 2022

 Options

 106,753

 64,850

 Convertible
 notes and interest

 42,416

 -

 Convertible preferred shares

 1,200,000

 -

 Unit
 purchase options and warrants

 3,493,269

 30,508

 Total

 4,842,438

 95,358

 F- 9

 Recently
Adopted Accounting Pronouncements

 The
Company has reviewed all recently issued, but not yet effective, accounting pronouncements, and does not believe the future adoption
of any such pronouncements will have a material impact on its financial condition or the results of its operations.

 Note
2 – Liquidity

 Historically,
the Company has funded its cash and liquidity needs through revenue collection, equity financings, notes, and convertible notes. For
the years ended December 31, 2023 and 2022, the Company incurred a net loss of approximately $ 8.0
million and $ 10.9
million, respectively, and has an accumulated deficit of approximately $ 57.8
million as of December 31, 2023. Approximately $ 2.8
million of the net loss was related to non-cash expenses for the year ended December 31, 2023, compared to $ 3.0
million for the year ended December 31, 2022.

 The
Company has been dependent on raising capital through debt and equity financings to meet its needs for cash used in operating and
investing activities. During 2022, the Company received proceeds of $ 0.8
million from demand notes and net proceeds of approximately $ 0.3
million for the sale of its common stock. During 2023, the Company received proceeds of $ 3.2
million from notes and net proceeds of approximately $ 5.7
million for the sale of its common stock. Over the next 12 months, the Company's plan includes growing the Wisconsin Fertility
Institute and pursuing additional IVF clinic acquisitions. Until the Company can generate positive cash from operations, it will
need to raise additional funding to meet its liquidity needs and to execute its business strategy. As in the past, the Company will
seek debt and/or equity financing, which may not be available on reasonable terms, if at all.

 Although
the Company's audited consolidated financial statements for the year ended December 31, 2023 were prepared under the assumption
that it would continue operations as a going concern, the report of the Company's independent registered public accounting firm
that accompanies the Company's consolidated financial statements for the year ended December 31, 2023 contains a going concern
qualification in which such firm expressed substantial doubt about the Company's ability to continue as a going concern, based
on the consolidated financial statements at that time. Specifically, as noted above, the Company has incurred significant operating losses
and the Company expects to continue to incur significant expenses and operating losses as it continues to ramp up the commercialization
of INVOcell and develop new INVO Centers. These prior losses and expected future losses have had, and will continue to have, an adverse
effect on the Company's financial condition. If the Company cannot continue as a going concern, its stockholders would likely lose
most or all of their investment in the Company.

 Note
3 – Business Combinations

 Wisconsin
Fertility Institute

 On
August 10, 2023, INVO, through Wood Violet Fertility LLC, a Delaware limited liability company ("Buyer") and wholly owned
subsidiary of INVO Centers LLC ("INVO CTR"), a Delaware company wholly-owned by INVO, consummated its acquisition of the
Wisconsin Fertility Institute ("WFI") for a combined purchase price of $ 10 million, of which $ 2.5 million was paid on the
closing date (net cash paid was $ 2,150,000 after a $ 350,000 holdback) plus assumption of the inter-company loan owed by WFRSA (as defined
below) in the amount of $ 528,756. The remaining three installments of $ 2.5 million each will be paid on the subsequent three anniversaries
of closing. The sellers have the option to take all or a portion of the final three installments in shares of INVO common stock valued
at $ 125.00, $ 181.80, and $ 285.80, for the second, third, and final installments, respectively.

 WFI
is comprised of (a) a medical practice, Wisconsin Fertility and Reproductive Surgery Associates, S.C., a Wisconsin professional service
corporation d/b/a Wisconsin Fertility Institute ("WFRSA"), and (b) a laboratory services company, Fertility Labs of Wisconsin,
LLC, a Wisconsin limited liability company ("FLOW"). WFRSA owns, operates and manages WFI's fertility practice that
provides direct treatment to patients focused on fertility, gynecology and obstetrics care and surgical procedures, and employs physicians
and other healthcare providers to deliver such services and procedures. FLOW provides WFRSA with related laboratory services.

 INVO
purchased the non-medical assets of WFRSA and one hundred percent of FLOW's membership interests. The Buyer and WFRSA entered into
a management services agreement pursuant to which WFRSA outsourced all its non-medical activities to the Buyer.

 The
Company's consolidated financial statements for the year ended December 31, 2023 include WFI's results of operations. For
the year ended December 31, 2023, WFI's results of operations are included from the acquisition date of August 10, 2023 through
December 31, 2023. The Company's consolidated financial statements reflect the preliminary purchase accounting adjustments
in accordance with ASC 805 "Business Combinations", whereby the purchase price was allocated to the assets acquired and liabilities
assumed based upon their estimated fair values on the acquisition date.

 F- 10

 The
following allocation of the purchase price is as follows:

of Allocation of Purchase Price

 Consideration
 given:

 Cash

 2,150,000

 Holdback

 350,000

 payments

 7,500,000

 Business acquisition cost

 10,000,000

 Assets
 and liabilities acquired:

 FLOW
 intercompany receivable

 528,756

 Accounts receivable

 214,972

 Property
 and equipment, net

 25,292

 Other current assets

 56,274

 Tradename

 253,000

 Noncompetition
 agreement

 3,961,000

 Goodwill

 5,878,986

 Deferred revenue

 ( 389,524

)

 WFRSA
 intercompany note

 ( 528,756
)

 Total assets and liabilities acquired

 10,000,000

 Pro
Forma Financial Information

 The
following unaudited pro forma consolidated results of operations for the years ended December 31, 2023 and 2022 assume the acquisition
was completed on January 1, 2022:

 Schedule of Pro Forma Financial Information

 2023

 2022

 Year
 Ended December 31,

 2023

 2022

 Pro
 forma revenue

 6,228,171

 6,201,871

 Pro
 forma net loss

 ( 7,123,212
)

 ( 9,208,504
)

 Pro
forma data does not purport to be indicative of the results that would have been obtained had these events actually occurred at the beginning
of the periods presented and is not intended to be a projection of future results. The share and per share data have been retroactively
reflected for the acquisition.

 As of December 31, 2023, the Company has $ 259,407
in undeposited funds held in reserve that it intends to use towards the Holdback amount once it becomes due.

 Note
4 – Variable Interest Entities

 Consolidated
VIEs

 Bloom
INVO, LLC

 On
June 28, 2021, INVO Centers LLC, a Delaware limited liability company ("INVO CTR") entered into a limited liability company
operating agreement (the "Bloom Agreement") with Bloom Fertility, LLC ("Bloom") to establish a joint venture
entity, formed as "Bloom INVO LLC" (the "Georgia JV"), for the purposes of commercializing INVOcell, and the
related IVC procedure, through the establishment of an INVO Center, (the "Atlanta Clinic") in the Atlanta, Georgia metropolitan
area.

 In
consideration for INVO's commitment to contribute up to $ 800,000 within the 24-month period following the execution of the Bloom
Agreement to support the start-up operations of the Georgia JV, the Georgia JV issued 800 of its units to INVO CTR and in consideration
for Bloom's commitment to contribute physician services having an anticipated value of up to $ 1,200,000 over the course of a 24-month
vesting period, the Georgia JV issued 1,200 of its units to Bloom.

 The
responsibilities of Bloom include providing all medical services required for the operation of the Atlanta Clinic. The responsibilities
of INVO CTR include providing certain funding to the Georgia JV, lab services quality management, and providing access to and being the
exclusive provider of the INVOcell to the Georgia JV. INVO CTR also performs all required, industry specific compliance and accreditation
functions, and product documentation for product registration.

 F- 11

 The
Bloom Agreement provides Bloom with a "profits interest" in the Georgia JV and, in connection with such profits interest,
states that profits and losses be allocated to its members based on a hypothetical liquidation of the Georgia JV. In such a scenario,
liquidation proceeds would be distributed in the following order: (a) to INVO CTR until the difference between its capital contributions
and distributions (the "Hurdle Amount") equals $ 0; (b) to Bloom until its distributions equal 150 % of the liquidation amounts
distributed to INVO CTR (a "catch-up" to rebalance the distributions between members); and (c) thereafter on a pro rata basis.
The Georgia JV had no assets or liabilities at the time the units were issued, and, as of December 31, 2023, INVO CTR had made capital
contributions greater than the net loss of the Georgia JV. As such, the entire net loss was allocated to INVO CTR, and no loss was allocated
to the noncontrolling interest of Bloom.

 The
Georgia JV opened to patients on September 7, 2021.

 The
Company determined the Georgia JV is a VIE, and that the Company is its primary beneficiary because the Company has an obligation to
absorb losses that are potentially significant and the Company controls the majority of the activities that impact the Georgia JV's
economic performance, specifically control of the INVOcell and lab services quality management. As a result, the Company consolidated
the Georgia JV's results with its own. As of December 31, 2023, the Company invested $ 0.9 million in the Georgia JV in the form
of capital contributions as well as $ 0.5 million in the form of a note. For the years ended December 31, 2023 and 2022, the Georgia JV
recorded net losses of $ 0.2 million and $ 0.6 million, respectively. Noncontrolling interest in the Georgia JV was $ 0.

 Unconsolidated
VIEs

 HRCFG
INVO, LLC

 On
March 10, 2021, INVO CTR entered into a limited liability company agreement with HRCFG, LLC ("HRCFG") to form a joint venture
for the purpose of establishing an INVO Center in Birmingham, Alabama. The name of the joint venture entity is HRCFG INVO, LLC (the "Alabama
JV"). The Company also provides certain funding to the Alabama JV. Each party owns 50 % of the Alabama JV.

 The
Alabama JV opened to patients on August 9, 2021.

 The
Company determined the Alabama JV is a VIE, and that there is no primary beneficiary. As a result, the Company uses the equity method
to account for its interest in the Alabama JV. As of December 31, 2023, the Company invested $ 1.4 million in the Alabama JV in the form
of a note. For the years ended December 31, 2023 and 2022, the Alabama JV recorded net losses of $ 0.03 million and $ 0.3 million, respectively,
of which the Company recognized losses from equity method investments of $ 0.02 million and $ 0.2 million, respectively.

 Positib
Fertility, S.A. de C.V.

 On
September 24, 2020, INVO CTR entered into a Pre-Incorporation and Shareholders Agreement with Francisco Arredondo, MD PLLC ("Arredondo")
and Security Health LLC, a Texas limited liability company ("Ramirez", and together with INVO CTR and Arredondo, the "Shareholders")
under which the Shareholders will commercialize the IVC procedure and offer related medical treatments in Mexico. Each party owns one-third
of the Mexican incorporated company, Positib Fertility, S.A. de C.V. (the "Mexico JV").

 The
Mexico JV opened to patients on November 1, 2021.

 The
Company determined the Mexico JV is a VIE, and that there is no primary beneficiary. As a result, the Company uses the equity method
to account for its interest in the Mexico JV. As of December 31, 2023, the Company invested $ 0.1
million in the Mexico JV. For the years ended December 31, 2023 and 2022, the Mexico JV recorded net losses of $ 0.1
million and $ 0.1
million, respectively, of which the Company recognized a loss from equity method investments of $ 0.04
million and $ 0.05
million, respectively. As of December 31, 2023 the Company determined that this investment is impaired and recognized an impairment of $ 0.09 million.

 F- 12

 The
following table summarizes our investments in unconsolidated VIEs:

 Schedule of Investments in Unconsolidated Variable Interest Entities

 Carrying
 Value as of

 Location

 Percentage
 Ownership

 HRCFG
 INVO, LLC

 Alabama,
 United States

 %

 $
 916,248

 1,106,905

 Positib
 Fertility, S.A. de C.V.

 Mexico

 %

 -

 130,960

 Total
 investment in unconsolidated VIEs

 $
 916,248

 1,237,865

 Earnings
from investments in unconsolidated VIEs were as follows:

 Schedule of Earnings from Investments in Unconsolidated Variable Interest Entities

 2023

 2022

 Year
 Ended December 31,

 2023

 2022

 HRCFG
 INVO, LLC

 $
 ( 16,293
)

 ( 154,954
)

 Positib
 Fertility, S.A. de C.V.

 ( 43,977
)

 ( 45,604
)

 Total
 earnings from unconsolidated VIEs

 $
 ( 60,270
)

 ( 200,558
)

 The
following tables summarize the combined unaudited financial information of our investments in unconsolidated VIEs:

 Schedule of Financial Information of Investments in Unconsolidated Variable Interest Entities

 2023

 2022

 Year
 Ended December 31,

 2023

 2022

 Statements
 of operations:

 Operating

 $
 1,484,359

 1,071,851

 Operating
 expenses

 ( 1,648,890
)

 ( 1,565,558
)

 Net
 loss

 $
 ( 164,531
)

 ( 493,707
)

 sheets:

 $
 288,369

 267,502

 Long-term

 1,026,873

 1,094,490

 ( 510,091
)

 ( 396,619
)

 Long-term

 ( 123,060
)

 ( 107,374
)

 Net

 $
 682,091

 857,999

 Note
5 – Agreements and Transactions with VIE's

 The
Company sells the INVOcell to its consolidated and unconsolidated VIEs and anticipates continuing to do so in the ordinary course of
business. All intercompany transactions with consolidated entities are eliminated in the Company's consolidated financial statements.
Per ASC 323-10-35-8 the Company eliminates any sales to an unconsolidated VIE for INVOcell inventory that the VIE still has remaining
on the books at period end.

 The
following table summarizes the Company's transactions with VIEs:

 Summary of Transaction with Variable Interest Entities

 2023

 2022

 Year
 Ended December 31,

 2023

 2022

 Bloom
 Invo, LLC

 INVOcell

 $
 24,000

 13,500

 Unconsolidated
 VIEs

 INVOcell

 $
 6,315

 30,000

 The
Company had balances with VIEs as follows:

 Summary of Balances with Variable Interest Entities

 Bloom
 Invo, LLC

 receivable

 $
 31,500

 13,500

 Notes
 payable

 482,656

 468,031

 Unconsolidated
 VIEs

 receivable

 $
 15,000

 46,310

 F- 13

 Note
6 – Inventory

 Components
of inventory are:

 Schedule of Inventory

 Raw
 materials

 $
 53,479

 $
 68,723

 Finished
 goods

 211,028

 194,879

 Total
 inventory

 $
 264,507

 $
 263,602

 Note
7 – Property and Equipment

 The
estimated useful lives and accumulated depreciation for equipment are as follows as of December 31, 2023, and December 31, 2022:

 Schedule of Estimated Useful Lives of Property and Equipment

 Estimated
 Useful Life

 Manufacturing

 to 10 years

 Medical

 years

 Office

 to 7 years

 Schedule of Property and Equipment

 Manufacturing

 $
 132,513

 $
 132,513

 Medical

 303,943

 283,065

 Office

 85,404

 77,601

 Leasehold
 improvements

 538,151

 96,817

 Property, plant and equipment, gross

 538,151

 96,817

 Less:
 accumulated depreciation

 ( 233,593
)

 ( 153,267
)

 Total
 equipment, net

 $
 826,418

 $
 436,729

each of the years ended December 31, 2023, and 2022, the Company recorded depreciation expense of $ 80,325 and $ 75,492, respectively.

 Note
8 – Intangible Assets & Goodwill

 Components
of intangible assets are as follows:

 Schedule of Finite-Lived Intangible Assets

 31,

 2022

 Tradename

 $
 253,000

 $
 -

 Noncompetition
 agreement

 3,961,000

 -

 Goodwill

 5,878,986

 -

 Less: accumulated amortization

 ( 120,569
)

 -

 Total
 intangible assets

 $
 9,972,417

 $
 -

 The
Company capitalizes the initial expense related to establishing patents by country and then amortizes the expense over the life of the
patent, typically 20 years. It then expenses annual filing fees to maintain the patents. The Company regularly reviews the value of its
patents in the marketplace in proportion to the expense it must spend to maintain the patent. The Company fully impaired its patents
as of December 31, 2022.

the years ended December 31, 2023, and 2022, the Company recorded amortization expenses related to patents of $ 0 and $ 1,809, respectively.

 The
trademarks have an indefinite life and therefore are not amortized. Trademarks are periodically reviewed for impairment whenever circumstances
and situations change such that there is an indication that the carrying amounts may not be recoverable. The Company fully impaired its
trademarks related to the INVO name as of December 31, 2022.

 As part of the acquisition of Wisconsin
Fertility Institute, that closed on August 10, 2023, the Company acquired tradename valued at $ 253,000,
noncompetition agreements valued at $ 3,961,000
and goodwill of $ 5,878,986
 which includes assembled workforce valued at $ 34,000.
The tradename was deemed to have a useful life of 10 years. The noncompetition agreements were deemed to have a useful life of 5 years.

 Goodwill has an indefinite useful life and is therefore not amortized. The Company reviewed and found no indicators
for impairment of the intangible assets related to the acquisition of Wisconsin Fertility Institute as of December 31, 2023.

 F- 14

 Note
9 – Leases

 The
Company has various operating lease agreements in place for its office and joint ventures. Per FASB's ASU 2016-02, Leases Topic
842 ("ASU 2016-02"), effective January 1, 2019, the Company is required to report a right-of-use asset and corresponding
liability to report the present value of the total lease payments, with appropriate interest calculation. Per the terms of ASU 2016-02,
the Company can use its implicit interest rate, if known, or applicable federal rate otherwise. Since the Company's implicit interest
rate was not readily determinable, the Company utilized the applicable federal rate, as of the commencement of the lease. Lease renewal
options included in any lease are considered in the lease term if it is reasonably certain the Company will exercise the option to renew.
The Company's operating lease agreements do not contain any material restrictive covenants.

 As
of December 31, 2023, the Company's lease components included in the consolidated balance sheet were as follows:

 Schedule of Lease Components

 Lease
 component

 sheet classification

 31,
 2023

 Assets

 ROU
 assets - operating lease

 Other

 $
 5,740,929

 Total
 ROU assets

 $
 5,740,929

 Liabilities

 operating lease liability

 $
 397,554

 Long-term
 operating lease liability

 Other

 5,522,090

 Total
 lease liabilities

 $
 5,919,644

 Future
minimum lease payments as of December 31, 2023 were as follows:

of Future Minimum Lease Payments

 2024

 616,158

 2025

 622,676

 2026

 638,469

 2027

 632,152

 2028
 and beyond

 5,311,766

 Total
 future minimum lease payments

 $

 7,821,221

 Less:

 ( 1,901,577

)

 Total
 operating lease liabilities

 $

 5,919,644

 F- 15

 Note
10 – Notes Payable

 Notes
payables consisted of the following:

of Notes Payable

 Note
 payable. 35 % - 100 % cumulative interest. Matures on June 29, 2028

 $
 1,451,244

 $
 -

 Related
 party demand notes with a 10 % financing fee. 10 % annual interest from issuance. Notes are callable starting March 31, 2023

 880,000

 770,000

 Convertible
 notes. 10 % annual
 interest. Conversion price of $ 2.25

 410,000

 100,000

 Cash
 advance agreement

 287,604

 -

 Less
 debt discount and financing costs

 $
 ( 264,932
)

 $
 ( 107,356
)

 Total,
 net of discount

 2,763,916

 762,644

 Related
Party Demand Notes

 In
the fourth quarter of 2022, the Company received $ 550,000 through the issuance of five demand notes (the "JAG Notes") from
a related party, JAG Multi Investments LLC ("JAG"). The Company's Chief Financial Officer is a beneficiary of JAG but does not have any
control over JAG's investment decisions with respect to the Company. The JAG Notes accrue 10% annual interest from their respective
dates of issuance. At maturity, the Company agreed to pay outstanding principal, a 10% financing fee and accrued interest. On July 10,
2023, the Company received an additional $ 100,000 from JAG through the issuance of an additional demand note.

 In
consideration for subscribing to the JAG Note for $ 100,000 dated December 29, 2022, and for agreeing to extend the date on which the
other JAG Notes are callable to March 31, 2023, the Company issued JAG a warrant to purchase 17,500 shares of Common Stock. The warrant
may be exercised for a period of five ( 5) years from issuance at a price of $ 10.00 per share. The financing fees for said JAG Note and
the fair value of the warrant issued were capped at the total proceeds. The relative fair value of the warrant was recorded as a debt
discount and as of December 31, 2023 the Company had fully amortized the discount. On July 10, 2023 JAG agreed to extend the date on
which the JAG Notes are callable to September 30, 2023.

 In
the fourth quarter of 2022, the Company received $ 200,000
through the issuance of demand promissory notes of which (1) $ 100,000
was received from its Chief Executive Officer ( $ 60,000
on November 29, 2022, $ 15,000
on December 2, 2022, and $ 25,000
on December 13, 2022) and (2) $ 100,000
was received from an entity controlled by its Chief Financial Officer ( $ 75,000
on November 29, 2022 and $ 25,000
on December 13, 2022). These notes accrue
10% annual interest accrues from the date of issuance. These notes are callable with 10 days prior written notice. At maturity, the
Company agreed to pay outstanding principal, a 10% financing fee and accrued interest.

 The
financing fees for all demand notes were recorded as a debt discount and as of December 31, 2023 the Company had fully amortized the
discount.

 For
the year ended December 31, 2023, the Company incurred $ 75,889 in interest related to these demand notes.

 Jan
and March 2023 Convertible Notes

 In
January and March 2023, the Company issued $ 410,000
of convertible notes ("Q1 23 Convertible Notes"), for $ 310,000
in cash and the conversion of $ 100,000
of demand notes from the fourth quarter of 2022. These convertible notes were issued with fixed conversion prices of $ 10.00
(for the $ 275,000
issued in January 2023) and $ 12.00
(for the $ 135,000
issued in March 2023) and (ii) 5 -year
warrants to purchase 19,375
shares of the Common Stock at an exercise price of $ 20.00.

 The
cumulative fair value of the warrants at issuance was $ 132,183. This was recognized as a debt discount and will to be amortized on a
straight-line basis over the life of the respective notes. For the year ending December 31, 2023 the Company amortized $ 132,183 of the
debt discount and as of December 31, 2023 was fully amortized.

on these notes accrues at a rate of ten percent ( 10 %) per annum and is payable at the holder's option either in cash or in shares
of Common Stock at the conversion price set forth in the notes on December 31, 2023, unless converted earlier. For the year ended December
31, 2023 the Company incurred $ 38,411 in interest related to these convertible notes.

 All
amounts due under these notes are convertible at any time after the issuance date, in whole or in part (subject to rounding for fractional
shares), at the option of the holders into the Common Stock at a fixed conversion price for the notes as described above.

 As of December 27, 2023, the Company secured written consent by the note holders of the Q1 23 Convertible Notes for the maturity date
to be extended to June 30, 2024. As an incentive for the Q1 23 Convertible Note holders to approve the extension, the Company agreed to
lower both the Q1 23 Convertible Notes fixed conversion price and the related warrant exercise price to $ 2.25. The maturity date extension
and the conversion and exercise price reduction applies to all Q1 23 Convertible Notes. As the terms for the note were deemed substantial different, the Company recognized a $ 163,278 loss from debt extinguishment
related to the change in terms.

 F- 16

 February
2023 Convertible Debentures

 On
February 3, and February 17, 2023, the Company entered into securities purchase agreements (the "February Purchase Agreements")
with accredited investors (the "February Investors") for the purchase of (i) convertible debentures of the Company in the
aggregate original principal amount of $ 500,000 (the "February Debentures") for a purchase price of $ 450,000, (ii) warrants
(the "February Warrants") to purchase 12,500 shares (the "February Warrant Shares") of Common Stock at an exercise
price of $ 15.00 per share, and (iii) 4,167 shares of Common Stock issued as an inducement for issuing the February Debentures. The proceeds,
net of placement agent and legal fees, were used for working capital and general corporate purposes.

 The
cumulative fair value of the warrants at issuance was $ 291,207. This was recognized as a debt discount and will be amortized on a straight-line
basis over the life of the respective notes. For the year ended December 31, 2023 the Company amortized $ 347,520 of the debt discount
and as of December 31, 2023 the Company had fully amortized the discount.

 Pursuant
to the February Debentures, interest on the February Debentures accrued at a rate of eight percent ( 8 %) per annum payable at maturity,
one year from the date of the February Debentures. For the year ended December 31, 2023 the Company incurred $ 9,640 in interest on the
February Debentures.

 All
amounts due under the February Debentures were convertible at any time after the issuance date, in whole or in part, at the option of
the February Investors into Common Stock at an initial price of $ 10.40 per share. This conversion price was subject to adjustment for
stock splits, combinations or similar events and anti-dilution provisions, among other adjustments and is subject to a floor price.

 The
Company could prepay the February Debentures at any time in whole or in part by paying a sum of money equal to 105 % of the principal
amount to be redeemed, together with accrued and unpaid interest.

 While
any portion of each February Debenture remained outstanding, if the Company received cash proceeds of more than $ 2,000,000 (the "Minimum
Threshold") in the aggregate from any source or series of related or unrelated sources, the February Investors had the right in
their sole discretion to require the Company to immediately apply up to 50 % of all proceeds received by the Company above the Minimum
Threshold to repay the outstanding amounts owed under the February Debentures. In April 2023, the Company used $ 360,151 in proceeds from
the RD Offering (as described in Note 11 below) to repay a portion of the February Debentures. On August 8, 2023, the Company repaid
the remaining balance of $ 139,849 with proceeds from the August Public Offering (as described in Note 16 below).

 The
February Warrants included anti-dilution protection whereby a subsequent offering priced below the February Warrants' strike price
then in effect would entitle the February Investors to a reduction of such strike price to the price of such subsequent offering and
an increase in the February Warrant Shares determined by dividing the dollar amount for which the February Warrants are exercisable by
such lower strike price. As a result of the $ 2.85 unit purchase price of the August Public Offering (as described in Note 16 below),
following consummation of the August Public Offering, the February Warrants now entitle the February Investors to purchase a total 65,790
at an exercise price of $ 2.85 per February Warrant Share. On August 8, 2023, the Company issued 26,391 shares of Common Stock upon exercise
of one of the February Warrants on a net-exercise basis and on August 21, 2023, the Company issued 17,594 shares of Common Stock upon
exercise of the other February Warrant on a net-exercise basis. Following these exercises, there were no February Warrants outstanding.

 Standard
Merchant Cash Advance

 On
July 20, 2023, the Company entered into a Standard Merchant Cash Advance Agreement (the "Cash Advance Agreement") with Cedar
Advance LLC ("Cedar") under which Cedar purchased $ 543,750 of the Company's receivables for a gross purchase price
of $ 375,000 (the "Initial Advance"). The Company received cash proceeds of $ 356,250, net of a financing fee. Until the purchase
price is repaid, the Company agreed to pay Cedar $ 19,419.64 per week. Since, through the refinancing described below, the Company repaid
Cedar within 30 days, the amount payable under the Initial Advance was reduced from $ 543,750 to $ 465,000.

 F- 17

 On
August 31, 2023, the Company refinanced the Initial Advance through the purchase by Cedar of $ 746,750 of the Company's receivables
for a gross purchase price of $ 515,000 (the "Refinanced Advance"). The Company received net cash proceeds of $ 134,018 after
applying $ 390,892 towards the repayment of the Initial Advance. The new Cash Advance Agreement provides that if the Company repays the
Refinanced Advance within 30 days then the amount payable to Cedar shall be reduced to $ 643,750, and if the Refinanced Advance is repaid
on days 31 to 60 then the amount payable to Cedar shall be reduced to $ 674,650. Until the purchase price is repaid, the Company agreed
to pay Cedar $ 16,594 per week. On September 29, 2023, the Company repaid $ 0.3 million of the Cash Advance Agreement with proceeds from
the RLSA Loan (as defined below). As a result of such payment, the weekly payment was reduced to $ 9,277.

 The
financing fees were recorded as a debt discount. For the year ended December 31, 2023 the Company amortized $ 122,279 of the debt discount
and as of December 31, 2023 had a remaining debt discount balance of $ 250,721.

Loan and Security Agreement

 On
September 29, 2023, the Company, Steven Shum, as a Key Person, and the Company's wholly-owned subsidiaries Bio X Cell, Inc, INVO
CTR, Wood Violet Fertility LLC, FLOW and Orange Blossom Fertility LLC as guarantors (the "Guarantors"), entered into a Revenue
Loan and Security Agreement (the "Loan Agreement") with Decathlon Alpha V LP (the "Lender") under which the Lender
advanced a gross amount of $ 1,500,000 to the Company (the "RSLA Loan"). The RSLA Loan has a maturity date of June 29, 2028,
is payable in fixed monthly installments, as set forth in the Loan Agreement, and may be prepaid without penalty at any time. The installments
include an interest factor that varies based on when the RSLA Loan is fully repaid and is based on a minimum amount that increases from
thirty five percent ( 35 %) of the RSLA Loan principal, if fully repaid in the first six months, to one hundred percent ( 100 %) of the RSLA Loan principal, if
fully repaid after 30 months from the RSLA Loan's effective date.

 The
financing fees for the RSLA Loan were recorded as a debt discount. For the year ended December 31, 2023, the Company amortized
$ 790
of the debt discount and as of December 31, 2023 had a remaining debt discount balance of $ 14,211. For the year ended December 31, 2023 the Company incurred $ 41,244 in interest related to the RSLA Loan.

 Note
11 – Related Party Transactions

 In
the fourth quarter of 2022, the Company received $ 700,000 through the issuance of demand notes from related parties, as follows: (a)
 $ 500,000 from JAG; (b) $ 100,000 from our Chief Executive Officer; and (c) $ 100,000 from our Chief Financial Officer. On July 10, 2023, the Company received an additional $ 100,000 through the issuance of a demand note from JAG. The Company's
Chief Financial Officer is a beneficiary of JAG but does not have any control over JAG's investment decisions with respect to the Company. See Note
10 of the Notes to Consolidated Financial Statements for additional information.

 As
of December 31, 2023 the Company owed accounts payable to related parties totaling $ 228,907, primarily related to unpaid employee expense
reimbursements and unpaid board fees.

 F- 18

 Note
12 – Stockholders' Equity

 Reverse
Stock Split

 On
June 28, 2023, the Company's board of directors approved a reverse stock split of the Company's common stock at a ratio of
1-for-20 and also approved a proportionate decrease in its authorized common stock to 6,250,000 shares from 125,000,000. On July 26,
2023, the Company filed a certificate of change (with an effective date of July 28, 2023) with the Nevada Secretary of State pursuant
to Nevada Revised Statutes 78.209 to effectuate a 1-for-20 reverse stock split of its outstanding common stock. On July 27, 2023, the
Company received notice from Nasdaq that the reverse split would take effect at the open of business on July 28, 2023, and the reverse
stock split took effect on that date. All share information included in this Form 10-Q has been reflected as if the reverse stock split
occurred as of the earliest period presented.

 Increase
in Authorized Common Stock

 On
October 13, 2023, shareholders of the Company approved an increase to the number of authorized shares of the Company's common stock
from 6,250,000 shares to 50,000,000 shares as set forth below. On October 13, 2023, the Company filed a Certificate of Amendment to its
Articles of Incorporation to increase its authorized shares of common stock from 6,250,000 shares to 50,000,000 shares.

 Series
A Preferred Stock

 On
November 20, 2023, the Company filed with the Nevada Secretary of State a Certificate of Designation of Series A Convertible Preferred
Stock (the "Series A Certificate of Designation") which sets forth the rights, preferences, and privileges of the Series
A Preferred Stock (the "Series A Preferred"). One million ( 1,000,000) shares of Series A Preferred with a stated value of
$ 5.00 per share were authorized under the Series A Certificate of Designation.

 Each
share of Series A Preferred has a stated value of $ 5.00, which is convertible into shares of the Company's common stock (the "Common
Stock") at a fixed conversion price equal to $ 2.20 per share, subject to adjustment. The Company may not effect the conversion
of any shares of Series A Preferred if, after giving effect to the conversion or issuance, the holder, together with its affiliates,
would beneficially own more than 9.99% of the Company's outstanding Common Stock. Moreover, the Company may not effect the
conversion of any shares of Series A Preferred if, after giving effect to the conversion or issuance, the holder, together with its affiliates,
would beneficially own more than 19.99% of the Company's outstanding Common Stock unless and until the Company receives the
approval required by the applicable rules and regulations of The Nasdaq Stock Market LLC (or any subsequent trading market).

 Each
share of Series A Preferred stock shall automatically convert into Common Stock upon the closing of a merger (the "Merger")
of INVO Merger Sub Inc., a wholly owned subsidiary of the Company and a Delaware corporation ("Merger Sub"), with and into
NAYA Biosciences, Inc., a Delaware corporation ("NAYA") pursuant to an Agreement and Plan of Merger, as amended, by and among
the Company, Merger Sub, and NAYA (the "Merger Agreement").

 The
holders of Series A Preferred shall be entitled to receive a pro-rata portion, on an as-if converted basis, of any dividends payable
on Common Stock.

 In
the event of any voluntary or involuntary liquidation, dissolution, or winding up, or sale of the Company (other than the Merger), each
holder of Series A Preferred shall be entitled to receive its pro rata portion of an aggregate payment equal to (i) $ 5.00, multiplied
by (ii) the total number of shares of Series A Preferred Stock issued under the Series A Certificate of Designation.

 Other
than those rights provided by law, the holders of Series A Preferred shall not have any voting rights.

 On
December 29, 2023, the Company entered into securities
purchase agreement (the "Preferred Series A SPA") with NAYA for the purchase of 1,000,000 shares of the Company's Series
A Preferred Stock at a purchase price of $ 5.00 per share. The parties agreed that NAYA's purchases will be made in tranches in
accordance with the following schedule: (1) $ 500,000 no later than Dec 29, 2023; (2) $ 500,000 no later than January 19, 2024; (3) $ 500,000
no later than February 2, 2024; (4) $ 500,000 no later than February 16, 2024; and (5) an additional amount as may be required prior to
closing of the previously announced merger by and among the Company, INVO Merger Sub, Inc. and NAYA, and to be determined in good faith
by the parties to adequately support the Company's fertility business activities per an agreed forecast, as well as for a period
of twelve (12) months post-closing including a catch-up on the Company's past due accrued payables still outstanding. The
 Preferred Series A SPA contains customary representations, warranties and covenants of the
Company and NAYA.

 On
January 4, 2024, the Company and NAYA closed on 100,000 shares of Series A Preferred Stock in the first tranche of this private offering
for gross proceeds of $ 500,000. On April 15, 2024, the Company and NAYA closed on additional 61,200
shares of Series A Preferred Stock for additional gross proceeds of $ 306,000.

 F- 19

 Series
B Preferred Stock

 On
November 20, 2023, the Company filed with the Nevada Secretary of State a Certificate of Designation of Series B Convertible Preferred
Stock (the "Series B Certificate of Designation") which sets forth the rights, preferences, and privileges of the Series
B Preferred Stock (the "Series B Preferred"). One million two hundred ( 1,200,000) shares of Series B Preferred with a stated
value of $ 5.00 per share were authorized under the Series B Certificate of Designation.

 Each
share of Series B Preferred has a stated value of $ 5.00, which is convertible into shares of the Company's common stock (the "Common
Stock") at a fixed conversion price equal to $ 5.00 per share, subject to adjustment. The Company may not effect the conversion
of any shares of Series B Preferred if, after giving effect to the conversion or issuance, the holder, together with its affiliates,
would beneficially own more than 19.99 % of the Company's outstanding Common Stock unless and until the Company receives the
approval required by the applicable rules and regulations of Nasdaq (or any subsequent trading market).

 Each
share of Series B Preferred stock shall automatically convert into Common Stock upon the closing of the Merger.

 The
holders of Series B Preferred shall be entitled to receive a pro-rata portion, on an as-if converted basis, of any dividends payable
on Common Stock.

 In
the event of any voluntary or involuntary liquidation, dissolution, or winding up, or sale of the Company (other than the previously
announced merger with NAYA), each holder of Series B Preferred shall be entitled to receive its pro rata portion of an aggregate payment
equal to (i) $ 5.00, multiplied by (ii) the total number of shares of Series B Preferred Stock issued under the Series B Certificate of
Designation.

 Other
than those rights provided by law, the holders of Series B Preferred shall not have any voting rights.

 On
November 19, 2023, the Company entered into a share exchange agreement (the "Share Exchange Agreement") with Cytovia Therapeutics
Holdings, Inc., a Delaware corporation ("Cytovia") for Cytovia's acquisition of 1,200,000
 shares of the Company's newly designated
Series B Preferred Stock in exchange for 163,637
 shares of common stock of NAYA held by Cytovia
(the "Share Exchange"). On November 20, 2023, the Company and Cytovia closed on the exchange of shares. As of December 31,
2023, the Company owns approximately 6.5 %
of the outstanding shares of NAYA's common stock and had no significant control over NAYA therefore the asset is accounted for
using the fair value method.

 February
2023 Equity Purchase Agreement

 On
February 3, 2023, the Company entered into an equity purchase agreement (the "ELOC") and registration rights agreement (the
"ELOC RRA") with an accredited investor (the "Feb 3 Investor") pursuant to which the Company has the right, but
not the obligation, to direct the Feb 3 Investor to purchase up to $ 10.0 million (the "Maximum Commitment Amount") of shares
of Common Stock, in multiple tranches. Further, under the ELOC and subject to the Maximum Commitment Amount, the Company has the right,
but not the obligation, to submit notices to the Feb 3 Investor to purchase shares of Common Stock (i) in a minimum amount of not less
than $25,000 and (ii) in a maximum amount of up to the lesser of (a) $750,000 or (b) 200% of the Company's average daily trading
value of the Common Stock.

 Also
on February 3, 2023, the Company issued to the Feb 3 Investor 7,500 shares of Common Stock for its commitment to enter into the ELOC.

 The
obligation of the Feb 3 Investor to purchase shares of Common Stock pursuant to the ELOC ends on the earlier of (i) the date on which
the purchases under the ELOC equal the Maximum Commitment Amount, (ii) 24 months after the date of the ELOC (February 3, 2025), (iii)
written notice of termination by the Company, (iv) the date that the ELOC RRA is no longer effective after its initial effective date,
or (v) the date that the Company commences a voluntary case or any person or entity commences a proceeding against the Company pursuant
to or within the meaning of federal or state bankruptcy law, a custodian is appointed for the Company or for all or substantially all
of its property, or the Company makes a general assignment for the benefit of its creditors (the "Commitment Period").

the Commitment Period, and subject to the shares of Common Stock underlying the ELOC be registered, the price that Feb 3 Investor will
pay to purchase the shares of Common Stock that it is obligated to purchase under the ELOC shall be 97% of the "market price,"
which is defined as the lesser of (i) the lowest closing price of our Common Stock during the 7 trading day-period following the clearance
date associated with the applicable put notice from the Company or (ii) the lowest closing bid price of the Common Stock on the principal
trading market for the Common Stock (currently, the Nasdaq Capital Market) on the trading day immediately preceding a put date.

 To
date, the Company has not been in a position to register the shares underlying the ELOC as a result of standstill agreements related
to the RD Offering and the August 2023 Offering (both as defined below).

 F- 20

 March
2023 Registered Direct Offering

 On
March 23, 2023, INVO entered into a securities purchase agreement (the "March Purchase Agreement") with a certain institutional
investor, pursuant to which the Company agreed to issue and sell to such investor (i) in a registered direct offering (the "RD
Offering"), 69,000 shares of Common Stock, and a pre-funded warrant (the "Pre-Funded Warrant") to purchase up to 115,000
shares of Common Stock, at an exercise price of $ 0.20 per share, and (ii) in a concurrent private placement (the "March Warrant
Placement"), a common stock purchase warrant (the "March Warrant"), exercisable for an aggregate of up to 276,000 shares
of Common Stock, at an exercise price of $ 12.60 per share. The securities to be issued in the RD Offering (priced at the marked under
Nasdaq rules) were offered pursuant to the Company's shelf registration statement on Form S-3 (File 333-255096), initially filed
by the Company with the SEC under the Securities Act, on April 7, 2021 and declared effective on April 16, 2021. All Pre-Funded Warrants
were exercised by the investor in June 2023.

 The
March Warrant (and the shares of Common Stock issuable upon the exercise of the March Warrant) was not registered under the Securities
Act and was offered pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of
the Securities Act and Rule 506(b) promulgated thereunder. The March Warrant is immediately exercisable upon issuance, will expire eight
years from the date of issuance, and in certain circumstances may be exercised on a cashless basis.

 On
March 27, 2023, the Company closed the RD Offering and March Warrant Placement, raising gross proceeds of approximately $ 3 million before
deducting placement agent fees and other offering expenses payable by the Company. In the event the March Warrant were fully exercised
for cash, the Company would receive additional gross proceeds of approximately $ 3.5 million. Under the March Purchase Agreement, the
Company was entitled to use a portion of the net proceeds of the offering to (a) repay the February Debentures, and (b) to make the down
payment for the WFI acquisition. The remainder of the net proceeds could be used for working capital, capital expenditures, and other
general corporate purposes. The Company used $ 383,879 in proceeds to repay a portion of the February Debentures and related fees and
interest and the remainder of the proceeds were used for working capital and general corporate purposes.

 August
2023 Public Offering

 On
August 4, 2023, the Company, entered into securities purchase agreements (the "Purchase Agreements") with certain institutional
and other investors, pursuant to which the Company agreed to issue and sell to such investors in a public offering (the "August
2023 Offering"), 1,580,000 units (the "Units") at a price of $ 2.85 per Unit, with each Unit consisting of (i) one share
of Common Stock (the "Shares") of the Company, and (ii) two common stock purchase warrants (the "Warrants"),
each exercisable for one share of Common Stock at an exercise price of $ 2.85 per share. In the aggregate, in the August 2023 Offering
the Company issued 1,580,000 Shares and 3,160,000 Warrants. The securities issued in the August 2023 Offering were offered pursuant to
the Company's registration statement on Form S-1 (File 333-273174) (the "Registration Statement"), initially filed
by the Company with the SEC under the Securities Act, on July 7, 2023 and declared effective on August 3, 2023.

 The
Company closed the Offering on August 8, 2023, raising gross proceeds of approximately $ 4.5 million before deducting placement agent
fees and other offering expenses payable by the Company. The Company used (i) $ 2,150,000 to fund the initial installment of the WFI purchase
price (net of a $ 350,000 holdback) on August 10, 2023, (ii) $ 1,000,000 to pay Armistice the Armistice Amendment Fee (as defined below),
and (iii) $ 139,849 to complete repayment of the February Debentures to the February Investors, plus accrued interest and fees of approximately
$ 10,911. The Company is using the remaining proceeds from the August 2023 Offering for working capital and general corporate purposes.

 In
connection with the August 2023 Offering, on August 4, 2023, the Company entered into a placement agency agreement (the "Placement
Agency Agreement") with Maxim Group LLC (the "Placement Agent"), pursuant to which (i) the Placement Agent agreed to
act as placement agent on a "best efforts" basis in connection with the August 2023 Offering and (ii) the Company agreed
to pay the Placement Agent an aggregate fee equal to 7.0 % of the gross proceeds (and 5 % for certain investors) raised in the August 2023
Offering and warrants to purchase up to 110,600 shares of Common Stock at an exercise price of $ 3.14 (the "Placement Agent Warrants").
The Placement Agent Warrants (and the shares of Common Stock issuable upon the exercise of the Placement Agent Warrants) were not registered
under the Securities Act and were offered pursuant to an exemption from the registration requirements of the Securities Act provided
in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder.

 F- 21

 The
August 2023 Offering was facilitated by the Company entering into an Amendment to Securities Purchase Agreement on July 7, 2023 (the
"Armistice Amendment") with Armistice Capital Markets Ltd. to delete Section 4.12(a) of our March 23, 2023 Securities Purchase
Agreement (the "Armistice SPA") with Armistice pursuant to which we agreed that from March 23, 2023 until 45 days after the
effective date of the Resale Registration Statement (as defined below) we would not (i) issue, enter into any agreement to issue or announce
the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents or (ii) file any registration statement or
any amendment or supplement thereto, other than the prospectus supplement filed in connection with that offering and the Resale Registration
Statement (the "Subsequent Equity Financing Provision"). In consideration of Armistice's agreement to enter into the
Armistice Amendment and delete the Subsequent Equity Financing Provision from the Armistice SPA, we agreed to pay Armistice a fee a $ 1,000,000
 (the "Armistice Amendment Fee") within
two days of the closing of the August 2023 Offering. Additionally, we agreed to include a proposal in our proxy statement for our 2023
Annual Meeting of Stockholders for the purpose of obtaining the approval of the holders of a majority of our outstanding voting common
stock, to effectuate the reduction of the exercise price (the "Exercise Price Reduction") set forth in Section 2(b) of the
Common Stock Purchase Warrants issued to Armistice on March 27, 2023 (the "Existing Warrants") to the per unit public offering
price of the August 2023 Offering (or $ 2.85),
in accordance with Nasdaq Rule 5635(d) (the "Shareholder Approval") with the recommendation of our board of directors that
such proposal be approved. We also agreed to solicit proxies from our shareholders in connection therewith in the same manner as all
other management proposals in such proxy statement and that all management-appointed proxyholders shall vote their proxies in favor of
such proposal. Further, if we did not obtain Shareholder Approval at the first meeting, we agree to call a meeting every six (6) months
thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Existing Warrants are no
longer outstanding. Until such approval is obtained, the exercise price of the Existing Warrants will remain unchanged. At the annual
meeting on December 26, 2023, Company shareholders approved the Exercise Price Reduction.

 Year
Ended December 31, 2023

2023, the Company issued 4,269 shares of Common Stock to employees and directors and 22,202 shares of Common Stock to consultants with
a fair value of $ 56,936 and $ 124,476, respectively. The shares were issued under the Company's 2019 Stock Incentive Plan (the "2019
Plan").

 During 2023, the Company issued 21,115 shares of Common Stock to consultants in consideration of services rendered with a fair value of
$ 69,975. These shares were issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933,
as amended. The Company did not receive any cash proceeds from this issuance.

2023, the Company issued 297 shares of Common Stock upon the exercise of options. The Company received proceeds of $ 2,375.

 In
February 2023, the Company issued 4,167 shares of Common Stock with a fair value of $ 56,313 as inducement for issuing the February Debentures.
The fair value of the shares was recognized as a discount to the February Debentures and will be amortized over the life of the notes.

 In
February 2023, the Company 7,500 shares of Common Stock in connection with the ELOC with a fair value of $ 93,000 that was expensed in
the period.

 In
March 2023, the Company issued 69,000 shares of Common Stock in the RD Offering and March Warrant Placement. The Company received net
proceeds of approximately $ 2.7 million.

 In June 2023, the Company issued 115,000 shares of Common Stock upon exercise
prefunded warrants. The Company received net proceeds of $ 23,051.

 On
July 11, 2023, the Company issued 16,250 shares of Common Stock in consideration of a settlement with an unrelated third party. These
shares were issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
The Company did not receive any cash proceeds from this issuance.

 In
August 2023, the Company issued 43,985 shares of Common Stock upon exercise of an existing warrant on a net-exercise basis. These shares
were issued pursuant to the exemption from registration provided by Section 4(a)(2) and/or 3(a)(9) of the Securities Act of 1933, as
amended.

 On
August 8, 2023, the Company issued 1,580,000 shares of Common Stock in the August 2023 Offering. The Company received net proceeds of
approximately $ 4.1 million.

 Note
13 – Equity-Based Compensatio n

 Equity
Incentive Plans

 In
October 2019, the Company adopted the 2019 Plan. Under the 2019 Plan, the Company's board of directors is authorized to grant stock
options to purchase Common Stock, restricted stock units, and restricted shares of Common Stock to its employees, directors, and consultants.
The 2019 Plan initially provided for the issuance of 25,000 shares. A provision in the 2019 Plan provides for an automatic annual increase
equal to 6% of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year. In January 2023,
the number of available shares increased by 36,498 shares bringing the total shares available under the 2019 Plan to 125,000.

 Options
granted under the 2019 Plan generally have a life of 3 to 10 years and exercise prices equal to or greater than the fair market value
of the common stock as determined by the Company's board of directors. Vesting for employees typically occurs over a three-year
period.

 F- 22

 The
following table sets forth the activity of the options to purchase common stock under the 2019 Plan.

 Schedule of Stock Options Activity

 Number
 of

 Average
 Price

 Aggregate

 Intrinsic
 Value

 Outstanding
 as of December 31, 2022

 64,850

 $
 68.00

 $
 -

 Granted

 59,048

 7.74

 -

 Exercised

 ( 297
)

 8.00

 -

 Canceled

 16,848

 54.63

 -

 106,753

 41.90

 -

 Exercisable

 93,227

 $
 54.61

 $
 -

 The
fair value of each option granted is estimated as of the grant date using the Black-Scholes option pricing model with the following assumptions:

of Share-Based Payment Award, Stock Options, Valuation Assumptions

 Years
 ended
 December 31,

 2023

 2022

 Risk-free
 interest rate range

 3.60
 to 3.69
 %

 1.60
 to 3.94
 %

 Expected
 life of option-years

 5.00
 to 5.63

 5.00
 to 5.77

 Expected
 stock price volatility

 106.6
 to 114.9
 %

 110.00
 to 114.6
 %

 Expected
 dividend yield

 -
 %

 -
 %

 The
risk-free interest rate is based on U.S. Treasury interest rates, the terms of which are consistent with the expected life of the stock
options. Expected volatility is based upon the average historical volatility of the Company's common stock over the period commensurate
with the expected term of the related instrument. The expected life and estimated post-employment termination behavior is based upon
historical experience of homogeneous groups, executives and non-executives, within the Company. The Company does not currently pay dividends
on its common stock, nor does it expect to do so in the foreseeable future.

 Schedule of Share Based Payments Arrangements Options Exercised and Options Vested

 Total
 Intrinsic
 Value of Options
 Exercised

 Total
 Fair
 Value of Options
 Vested

 Year
 ended December 31, 2022

 $
 -

 $
 1,616,401

 Year
 ended December 31, 2023

 $
 -

 $
 1,049,109

 For
the year ended December 31, 2023, the weighted average grant date fair value of options granted was $ 6.38 per share. The Company estimates
the fair value of options at the grant date using the Black-Scholes model. For all stock options granted through December 31, 2023, the
weighted average remaining service period is 1.01 years.

 Restricted
Stock and Restricted Stock Units

 In
the year ended December 31, 2023, the Company granted 23,547 in restricted stock units and shares of restricted stock to certain employees,
directors, and consultants under the 2019 Plan. Restricted stock issued to employees, directors, and consultants generally vest either
at grant or vest over a period of one year from the date of grant.

 The
following table summarizes the Company's restricted stock awards activity under the 2019 Plan during the year ended December 31,
2023:

 Schedule of Aggregate Restricted Stock Awards and Restricted Stock Unit Activity

 Number
 of Unvested

 Average
 Grant
 Date
 Fair Value

 Aggregate
 Value
 of

 as of December 31, 2022

 3,533

 $
 8.40

 $
 29,949

 Granted

 23,547

 4.95

 116,618

 Vested

 ( 27,055
)

 11.60

 ( 310,554
)

 Forfeitures

 -

 -

 -

 18.42

 5,525

 The Company recognizes stock compensation expense on a straight-line basis
over the vesting period of the grant. If the restricted stock vests immediately, the corresponding stock compensation expense is recognized
immediately. For the year ended December 31, 2023, the Company recognized $ 315,895 in stock compensation expense related to restricted
stock granted under the 2019 plan.

 F- 23

 Note
14 – Unit Purchase Options and Warrants

 The
following table sets forth the activity of unit purchase options:

of Unit Purchase Option Activity

 Number
 of
 Unit Purchase
 Options

 Average
 Price

 Aggregate

 Intrinsic
 Value

 Outstanding
 as of December 31, 2022

 4,649

 $
 64.00

 $
 -

 Granted

 -

 -

 -

 Exercised

 -

 -

 -

 Canceled

 -

 -

 -

 4,649

 64.00

 -

 The
following table sets forth the activity of warrants:

of Warrants Activity

 Number
 of
 Warrants

 Average
 Price

 Aggregate

 Intrinsic
 Value

 Outstanding
 as of December 31, 2022

 25,884

 $
 30.20

 $
 -

 Granted

 3,643,526

 3.63

 -

 Exercised

 ( 180,790
)

 1.16

 -

 Canceled

 -

 -

 -

 3,488,620

 $
 3.95

 $
 -

 Warrants related to Jan and
March 2023 Convertible Notes

 In January and March 2023, the
Company issued 5 -year
warrants to purchase 19,375
shares of the Common Stock at an exercise price of $ 20.00
related to the Q1 23 Convertible Notes. As of December 27, 2023, as an incentive for the Q1 23 Convertible Note holders to approve
the extension, the Company agreed to lower the warrant exercise price to $ 2.25. As the terms for the note were deemed substantial different, the Company recognized a $ 163,278 loss from debt extinguishment
related to the change in terms.

 Warrants related to February 2023 Convertible Debentures

 On February 3, and February 17, 2023, the Company
issued warrants (the "February Warrants") to purchase 12,500 shares (the "February Warrant Shares") of Common
Stock at an exercise price of $ 15.00 per share as an inducement for issuing the February Debentures.

 The February Warrants included
anti-dilution protection whereby a subsequent offering priced below the February Warrants' strike price then in effect would entitle
the February Investors to a reduction of such strike price to the price of such subsequent offering and an increase in the February Warrant
Shares determined by dividing the dollar amount for which the February Warrants are exercisable by such lower strike price. As a result
of the $ 2.85 unit purchase price of the August Public Offering, following consummation of the August Public Offering, the February Warrants
now entitle the February Investors to purchase a total 65,790 at an exercise price of $ 2.85 per February Warrant Share. On August 8, 2023,
the Company issued 26,391 shares of Common Stock upon exercise of one of the February Warrants on a net-exercise basis and on August 21,
2023, the Company issued 17,594 shares of Common Stock upon exercise of the other February Warrant on a net-exercise basis. Following
these exercises, there were no February Warrants outstanding.

 Warrants related to March 2023 Registered Direct Offering

 On March 23, 2023, INVO entered into a securities
purchase agreement (the "March Purchase Agreement") with a certain institutional investor, pursuant to which the Company agreed
to issue and sell to such investor (i) in a registered direct offering (the "RD Offering"), 69,000 shares of Common Stock,
and a pre-funded warrant (the "Pre-Funded Warrant") to purchase up to 115,000 shares of Common Stock, at an exercise price
of $ 0.20 per share, and (ii) in a concurrent private placement (the "March Warrant Placement"), a common stock purchase warrant
(the "March Warrant"), exercisable for an aggregate of up to 276,000 shares of Common Stock, at an exercise price of $ 12.60
per share. The securities to be issued in the RD Offering (priced at the marked under Nasdaq rules) were offered pursuant to the Company's
shelf registration statement on Form S-3 (File 333-255096), initially filed by the Company with the SEC under the Securities Act, on April
7, 2021 and declared effective on April 16, 2021. All Pre-Funded Warrants were exercised by the investor in June 2023.

 The March Warrant (and the shares of Common Stock
issuable upon the exercise of the March Warrant) was not registered under the Securities Act and was offered pursuant to an exemption
from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated
thereunder. The March Warrant is immediately exercisable upon issuance, will expire eight years from the date of issuance, and in certain
circumstances may be exercised on a cashless basis.

 On July 7, 2023, we entered into an Amendment to Securities
Purchase Agreement (the "Armistice Amendment") with Armistice Capital Markets Ltd. to delete Section 4.12(a) of our March
23, 2023 Securities Purchase Agreement (the "Armistice SPA") with Armistice pursuant to which we agreed that from March 23,
2023 until 45 days after the effective date of the Resale Registration Statement (as defined below) we would not (i) issue, enter into
any agreement to issue or announce the issuance or proposed issuance of any shares of common stock or Common Stock Equivalents or (ii)
file any registration statement or any amendment or supplement thereto, other than the prospectus supplement filed in connection with
that offering and the Resale Registration Statement (the "Subsequent Equity Financing Provision"). In consideration of Armistice's
agreement to enter into the Armistice Amendment and delete the Subsequent Equity Financing Provision from the Armistice SPA, we agreed
to pay Armistice a fee a $ 1,000,000 (the "Armistice Amendment Fee") within two days of the closing of the August 2023 Offering.
Additionally, we agreed to include a proposal in our proxy statement for our 2023 Annual Meeting of Stockholders for the purpose of obtaining
the approval of the holders of a majority of our outstanding voting common stock, to effectuate the reduction of the exercise price (the
"Exercise Price Reduction") set forth in Section 2(b) of the Common Stock Purchase Warrants issued to Armistice on March 27,
2023 (the "Existing Warrants") to the per unit public offering price of the August 2023 Offering (or $ 2.85), in accordance
with Nasdaq Rule 5635(d) (the "Stockholder Approval") with the recommendation of our board of directors that such proposal
be approved. We also agreed to solicit proxies from our stockholders in connection therewith in the same manner as all other management
proposals in such proxy statement and that all management-appointed proxyholders shall vote their proxies in favor of such proposal. Further,
if we did not obtain Stockholder Approval at the first meeting, we agreed to call a meeting every six (6) months thereafter to seek Stockholder
Approval until the earlier of the date Stockholder Approval is obtained or the Existing Warrants are no longer outstanding. Until such
approval was obtained, the exercise price of the Existing Warrants will remain unchanged.

 On December 26, 2023, INVO held its 2023 annual meeting
of stockholders (the "2023 Annual Meeting") whereby INVO's stockholders voted on and approved the Exercise Price Reduction.

 Warrants related to August 2023 Public Offering

 On August 4, 2023, the Company, entered into securities
purchase agreements (the "Purchase Agreements") with certain institutional and other investors, pursuant to which the Company
agreed to issue and sell to such investors in a public offering (the "August 2023 Offering"), 1,580,000 units (the "Units")
at a price of $ 2.85 per Unit, with each Unit consisting of (i) one share of Common Stock (the "Shares") of the Company, and
(ii) two common stock purchase warrants (the "Warrants"), each exercisable for one share of Common Stock at an exercise price
of $ 2.85 per share. In the aggregate, in the August 2023 Offering the Company issued 1,580,000 Shares and 3,160,000 Warrants. The securities
issued in the August 2023 Offering were offered pursuant to the Company's registration statement on Form S-1 (File 333-273174) (the
"Registration Statement"), initially filed by the Company with the SEC under the Securities Act, on July 7, 2023 and declared
effective on August 3, 2023.

 In connection with the August 2023 Offering, on August
4, 2023, the Company entered into a placement agency agreement (the "Placement Agency Agreement") with Maxim Group LLC (the
"Placement Agent"), pursuant to which (i) the Placement Agent agreed to act as placement agent on a "best efforts"
basis in connection with the August 2023 Offering and (ii) the Company agreed to pay the Placement Agent an aggregate fee equal to 7.0 %
of the gross proceeds (and 5 % for certain investors) raised in the August 2023 Offering and warrants to purchase up to 110,600 shares
of Common Stock at an exercise price of $ 3.14 (the "Placement Agent Warrants"). The Placement Agent Warrants (and the shares
of Common Stock issuable upon the exercise of the Placement Agent Warrants) were not registered under the Securities Act and were offered
pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and
Rule 506(b) promulgated thereunder.

 F- 24

 Note
15 – Income Taxes

 The
provision for income taxes consists of the following for the years ended December 31, 2023, and 2022:

 Schedule of Components of Income Tax Expense (Benefit)

 2023

 2022

 2023

 2022

 Federal
 income taxes:

 $
 -

 $
 -

 ( 860
)

 Total
 federal income taxes

 ( 860
)

 State
 income taxes:

 29,735

 2,062

 ( 1,089
)

 Total
 state income taxes

 28,646

 2,558

 Total
 income taxes

 $
 27,786

 $
 2,872

 The
effective income tax rate is lower than the U.S. federal and state statutory rates primarily because of the valuation allowance and,
to a lesser extent, permanent items. A reconciliation of the 2023 and 2022 federal statutory rate as compared to the effective income
tax rate is as follows:

 Schedule of Effective Income Tax Rate Reconciliation

 2023

 2022

 Pre-Tax
 Book Income at Statutory Rate

 $
 ( 1,519,297
)

 21.00
 %

 $
 ( 2,202,718
)

 21.00
 %

 State
 Tax Expense, net

 23,719

 - 0.33
 %

 1,629

 - 0.02
 %

 Permanent
 Items

 226,420

 - 3.13
 %

 348,768

 - 3.33
 %

 Hanging
 Credit

 -

 0.00
 %

 - 0.01

 True-Ups

 ( 1,949
)

 0.03
 %

 ( 36,554
)

 0.35
 %

 Change
 in Federal Valuation Allowance

 1,298,892

 - 17.95
 %

 1,890,936

 - 18.03
 %

 Total
 Expense

 $
 27,786

 - 0.38
 %

 $
 2,872

 - 0.03
 %

 F- 25

income taxes reflect the net effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax. Significant components of the deferred tax assets and liabilities as of December 31, 2023
and 2022, are as follows:

 Schedule of Deferred Tax Assets and Liabilities

 2023

 2022

 tax assets:

 Accrued
 Compensation

 $
 195,584

 $
 243,056

 Amortization of Discount Notes Payable

 154,349

 -

 Lease
 (ASC 842)

 1,210,592

 342,254

 Charitable
 Contributions

 2,771

 2,771

 Stock
 Option Expense

 140,699

 117,099

 Restricted
 Stock Unit

 265,038

 62,090

 Net
 Operating Losses

 10,255,137

 8,395,160

 Org
 Costs

 81,255

 81,255

 -IRC
 Sec. 174 Expense

 204,864

 275,519

 Investment
 in HRCFG INVO, LLC

 ( 272,459
)

 123,217

 Equity
 in earnings - Positib

 ( 24,054
)

 19,950

 Gross
 deferred tax assets

 12,213,777

 9,662,371

 tax liabilities:

 Fixed
 Assets

 ( 18,733
)

 ( 21,560
)

 ROU
 Lease (ASC 842)

 ( 1,177,701
)

 ( 327,946
)

 Trademark
 Amortization

 ( 5,858
)

 ( 5,858
)

 ( 47
)

 ( 47
)

 Tax
 Amortization of Org Cost

 ( 24,912
)

 ( 7,222
)

 Gain/Loss
 on sale of assets

 ( 2,561
)

 ( 2,561
)

 Gross
 deferred tax liability

 ( 1,114,418
)

 ( 365,194
)

 Less:
 valuation allowance

 ( 11,099,358
)

 ( 9,299,126
)

 Net
 deferred tax liability

 $
 -

 $
 ( 1,949
)

 The
Company recorded a full valuation allowance against its net deferred tax asset at December 31, 2023 and 2022 totaling $ 11.1 million and
$ 9.3 million, respectively. A naked credit resulting from indefinite lived intangibles was valued at December 31, 2023, and 2022 totaling
$ 0 and ($ 1,949), respectively.

 As
of December 31, 2023, the Company has federal net operating loss carryforwards of approximately $ 32.9 million. Of that amount, $ 10.2
million will expire, if not utilized, in various years beginning in 2028 and which are also subject to the limitations of IRC §382.
The remaining carryforward amount of $ 22.7 million, has no expiration period and can be applied to 80% of taxable income per year in
future periods. State net operating loss carryforwards total $ 21.9 million. Of that amount, $ 3.5 million will begin to expire in 2033
and are subject to the limitations of IRC §382. The remaining $ 18.4 million of state net operating loss carryforwards are similar
to the federal net operating loss in that it has no expiration period and can be applied to 100% of state taxable income per year.

 Note
16 – Commitments and Contingencies

 Insurance

 The
Company's insurance coverage is carried with third-party insurers and includes: (i) general liability insurance covering third-party
exposures; (ii) statutory workers' compensation insurance; (iv) excess liability insurance above the established primary limits
for general liability and automobile liability insurance; (v) property insurance, which covers the replacement value of real and personal
property and includes business interruption; and (vi) insurance covering our directors and officers for acts related to our business
activities. All coverage is subject to certain limits and deductibles, the terms and conditions of which are common for companies with
similar types of operations.

 Legal
Matters

 The
Company is not currently subject to any material legal proceedings; however, it could be subject to legal proceedings and claims from
time to time in the ordinary course of its business, or legal proceedings it considered immaterial may in the future become material.
Regardless of the outcome, litigation can, among other things, be time consuming and expensive to resolve, and can divert management
resources.

 F- 26

 NAYA
Biosciences Merger Agreement

 On
October 22, 2023, the Company, INVO Merger Sub Inc., a wholly owned subsidiary of the Company and a Delaware corporation ("Merger
Sub"), and NAYA Biosciences, Inc., a Delaware corporation ("NAYA"), entered into an Agreement and Plan of Merger, as
amended on October 25, 2023 (the "Merger Agreement").

 Upon
the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge (the "Merger") with and
into NAYA, with NAYA continuing as the surviving corporation and a wholly owned subsidiary of the Company.

 At
the effective time and as a result of the Merger, each share of Class A common stock, par value $ 0.000001 per share, of NAYA (the "NAYA
common stock") outstanding immediately prior to the effective time of the Merger, other than certain excluded shares held by NAYA
as treasury stock or owned by the Company or Merger Sub, will be converted into the right to receive 7.33333 (subject to adjustment as
set forth in the Merger Agreement) shares of a newly designated series of common stock, par value $ 0.0001 per share, of the Company which
shall be entitled to ten (10) votes per each share ("Company Class B common stock") for a total of approximately 18,150,000
shares of the Company (together with cash proceeds from the sale of fractional shares, the "Merger Consideration").

 Immediately
following the effective time of the Merger, Dr. Daniel Teper, NAYA's current chairman and chief executive officer, will be named
chairman and chief executive officer of the Company, and the board of directors will be comprised of at least nine (9) directors, of
which (i) one shall be Steven Shum, INVO's current chief executive officer, and (ii) eight shall be identified by NAYA, of which
seven (7) shall be independent directors.

 The
completion of the Merger is subject to satisfaction or waiver of certain customary mutual closing conditions, including (1) the adoption
of the Merger Agreement by the stockholders of the Company and NAYA, (2) the absence of any injunction or other order issued by a court
of competent jurisdiction or applicable law or legal prohibition prohibiting or making illegal the consummation of the Merger, (3) the
completion of due diligence, (4) the completion of a private sale of the Company's preferred stock at a price per share of $ 5.00
per share, in a private offering resulting in an amount equal to at least $ 2,000,000 of gross proceeds to INVO in the aggregate, plus
an additional amount as may be required prior to closing of the Merger to be determined in good faith by the parties to adequately support
INVO's fertility business activities per an agreed forecast of INVO, as well as for a period of twelve (12) months post-Closing
including a catch-up on INVO's past due accrued payables still outstanding (the "Interim PIPE"), (5) the aggregate
of the liabilities of the Company, excluding certain specified liabilities, shall not exceed $ 5,000,000, (6) the receipt of waivers from
any and all holders of warrants (and any other similar instruments) to securities of the Company, with respect to any fundamental transaction
rights such warrant holders may have under any such warrants, (7) the continued listing of the Company common stock on NASDAQ through
the effective time of the Merger and the approval for listing on NASDAQ of the shares of the Company common stock to be issued in connection
with the Merger, the interim private offering, and a private offering of shares of Company common stock at a target price of $ 5.00 per
share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization
with respect to the Company common stock) resulting in sufficient cash available for the Company for one year of operations, as estimated
by NAYA, (8) the effectiveness of a registration statement on Form S-4 to be filed by the Company pursuant to which the shares of Company
common stock to be issued in connection with the Merger will be registered with the SEC, and the absence of any stop order suspending
such effectiveness or proceeding for the purpose of suspending such effectiveness being pending before or threatened by the SEC, and
(9) the Company shall have received customary lock-up Agreement from certain Company stockholders. The obligation of each party to consummate
the Merger is also conditioned upon (1) the other party having performed in all material respects its obligations under the Merger Agreement
and (2) the other party's representations and warranties in the Merger Agreement being true and correct (subject to certain materiality
qualifiers); provided, however, that these conditions, other than with respects to certain representations and warranties, will be deemed
waived by the Company upon the closing of the interim private offering.

 F- 27

 The
Merger Agreement contains termination rights for each of the Company and NAYA, including, among others: (1) if the consummation of the
Merger does not occur on or before December 31, 2023 (the "End Date") (which has since been extended to April 30, 20204),
except that any party whose material breach of the Merger Agreement caused or was the primary contributing factor that resulted in the
failure of the Merger to be consummated on or before the End Date, (2) if any governmental authority has enacted any law or order making
illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Merger, and (3) if the required vote of
the stockholders of either the Company or NAYA has not been obtained. The Merger Agreement contains additional termination rights for
NAYA, including, among others: (1) if the Company materially breaches its non-solicitation obligations or fails to take all action necessary
to hold a stockholder meeting to approve the transactions contemplated by the Merger Agreement, (2) if the aggregate of the liabilities
of the Company, excluding certain specified liabilities, exceed $ 5,000,000, (3) if NAYA determines that the due diligence contingency
will not be satisfied by October 26, 2023, (4) if NAYA determines that the Company has experienced a material adverse effect, or (5)
the Company material breaches any representation, warranty, covenant, or agreement such that the conditions to closing would not be satisfied
and such breach is incapable of being cured, unless such breach is caused by NAYA's failure to perform or comply with any of the
covenants, agreements, or conditions hereof to be performed or complied with by it prior to the closing.

 If
all of NAYA's conditions to closing are satisfied or waived and NAYA fails to consummate the Merger, NAYA would be required to
pay the Company a termination fee of $ 1,000,000. If all of the Company's conditions to closing conditions are satisfied or waived
and the Company fails to consummate the Merger, the Company would be required to pay NAYA a termination fee of $ 1,000,000.

 On
December 27, 2023, the Company entered into second amendment ("Second Amendment") to the Merger Agreement. Pursuant to the
Second Amendment, the parties agreed to extend the End Date to April 30, 2024. The parties further agreed to modify the closing condition
for the Interim PIPE from a private offering of shares of Company common stock at a price that is a premium to the market price of the
Company common stock in an estimated amount of $ 5,000,000 or more of gross proceeds to a private offering of the Company's preferred
stock at a price per share of $ 5.00 per share in an amount equal to at least $ 2,000,000 to the Company, plus an additional amount as
may be required prior to closing of the Merger to be determined in good faith by the parties to adequately support the Company's
fertility business activities per an agreed forecast, as well as for a period of twelve (12) months post-closing including a catch-up
on the Company's past due accrued payables still outstanding. The parties further agreed to the following schedule (the "Minimum
Interim Pipe Schedule") for the initial $2,000,000: (1) $500,000 no later than December 29, 2023, (2) $500,000 no later than January
19, 2024, (3) $500,000 no later than February 2, 2024, and (4) $500,000 no later than February 16, 2024. The parties also further agreed
to modify the covenant of the parties regarding the Interim PIPE to require NAYA to consummate the Interim PIPE before the closing of
the Merger; provided, however, if the Company does not receive the initial gross proceeds pursuant to the Minimum Interim Pipe Schedule,
the Company shall be free to secure funding from third parties to make up for short falls on reasonable terms under SEC and Nasdaq regulations.
As of the date of this filing, NAYA has purchased approximately $ 806,000 of the Company's preferred stock.

 Note
17 – Subsequent Events

 NAYA
Securities Purchase Agreement

 On
January 4, 2024, the Company and NAYA closed on 100,000 shares
of Series A Preferred Stock in the first tranche of Preferred Series A SPA for gross proceeds of $ 500,000. On
April 15, 2024, the Company and NAYA closed on additional 61,200
shares of Series A Preferred Stock for additional gross proceeds of $ 306,000.

 F- 28

 Consulting

 In
February 2024, the Company issued 125,500 shares of Common Stock to consultants in consideration of services rendered. These shares were
issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The Company
did not receive any cash proceeds from this issuance.

 Future
Receipts Agreement

 On
February 26, 2024, the Company finalized an Agreement for the Purchase and Sale of Future Receipts (the "Future Receipts Agreement")
with a buyer (the "Buyer") under which the Buyer purchased $ 344,925 of our future sales for a gross purchase price of $ 236,250.
The Company received net proceeds of $ 225,000. Until the purchase price has been repaid, the Company agreed to pay the Buyer $ 13,797
per week.

 Triton
Purchase Agreement

 On
March 27, 2024, the Company entered into a purchase agreement (the "Triton Purchase Agreement") with Triton Funds LP ("Triton"),
pursuant to which the Company agreed to sell, and Triton agreed to purchase, upon the Company's request in one or more transactions,
up to 1,000,000 shares of the Company's common stock, par value $ 0.0001 per share, providing aggregate gross proceeds to the Company
of up to $ 850,000. Triton will purchase the shares of common stock under the Triton Purchase Agreement at the price of $ 0.85 per share.
 The purchase agreement expires upon the earlier of the sale of all 1,000,000 shares of the Company's common stock or December 31,
2024.

 Among
other limitations, unless otherwise agreed upon by Triton, each individual sale of shares of common stock will be limited to no more
than the number of shares of common stock that would result in the direct or indirect beneficial ownership by Triton of more than 9.99%
of the then-outstanding shares of common stock. In addition, the total cumulative number of shares of common stock that may be issued
to Triton under the Triton Purchase Agreement may not exceed the requirements of Nasdaq Listing Rule 5635(d), except that such limitation
will not apply in the event the Company obtains stockholder approval of the shares of common stock to be issued under the Triton Purchase
Agreement, if necessary, in accordance with the requirements of Nasdaq Listing Rule 5635(d).

 The
Triton Purchase Agreement provides that the Company will file a prospectus supplement (the "Prospectus Supplement") to its
Registration Statement on Form S-3, which was declared effective on April 16, 2021 (File No. 333-255096) (the "Base Registration
Statement"), covering the offering and sale of the shares of common stock to Triton pursuant to the Triton Purchase Agreement.
Triton's obligation to purchase shares of common stock under the Triton Purchase Agreement is conditioned upon, among other things,
the filing of the Prospectus Supplement and the Base Registration Statement remaining effective.

 The
Triton Purchase Agreement contains customary representations, warranties, and covenants by each of the Company and Triton. Actual sales
of shares of common stock to Triton will depend on a variety of factors to be determined by the Company from time to time, including,
among others, market conditions, the trading price of the common stock and determinations by the Company as to the appropriate sources
of funding for the Company and its operations. Triton has no right to require any sales of shares of common stock by the Company but
is obligated to make purchases of shares of common stock from the Company from time to time, pursuant to directions from the Company,
in accordance with the Triton Purchase Agreement. During the term of the Triton Purchase Agreement, Triton has covenanted not to cause
or engage in any short selling of shares of common stock.

 On
March 27, 2024, the Company sold to Triton private placement warrants to purchase up to 1,000,000 shares of our common stock at an exercise
price of $ 2.00 per share.

 On
March 27, 2024, the Company delivered a purchase notice for 260,000 shares of common stock. The Company's common stock traded below
the purchase price following the date of the purchase notice, giving Triton the right to return to the Company any of the 260,000 shares.
Triton notified the Company that it will return 185,000 shares to the Company and closed the purchase of 75,000 shares pursuant to the
Triton Purchase Agreement.

 F- 29

 FirstFire
Securities Purchase Agreement

 On
April 5, 2024, the Company entered into a purchase agreement (the "FirstFire Purchase Agreement") with FirstFire Global Opportunities
Fund, LLC ("FirstFire"), pursuant to which FirstFire agreed to purchase, and the Company agreed to issue and sell, (i) a
promissory note with an aggregate principal amount of $275,000.00, which is convertible into shares of the Company's common stock,
according to the terms, conditions, and limitations outlined in the note (the "FirstFire Note"), (ii) a warrant (the "First
Warrant") to purchase 229,167 shares (the "First Warrant Shares") of the Company's common stock at an exercise
price of $1.20 per share, (iii) a warrant (the "Second Warrant") to purchase 500,000 shares (the "Second Warrant Shares")
of common stock at an exercise price of $0.01 issued to FirstFire, and (iv) 50,000 shares of common stock (the "Commitment Shares"),
for a purchase price of $250,000. Carter, Terry, & Company, Inc. acted as placement agent for the transaction, for which it received
a cash fee of $ 25,000. The proceeds are being used for working capital and general corporate purposes.

 Among
other limitations, the total cumulative number of shares of common stock that may be issued to FirstFire under the FirstFire Purchase
Agreement may not exceed the requirements of Nasdaq Listing Rule 5635(d), except that such limitation will not apply in the event the
Company obtains stockholder approval of the shares of common stock to be issued under the Purchase Agreement, if necessary, in accordance
with the requirements of Nasdaq Listing Rule 5635(d). The Company has agreed to hold a meeting for the purpose of obtaining this stockholder
approval within nine (9) months of the date of the FirstFire Purchase Agreement.

 The
FirstFire Purchase Agreement contains customary representations, warranties, and covenants by each of the Company and FirstFire. Among
other covenants of the parties, the Company granted FirstFire the right to participate in any subsequent placement of securities until
the earlier of eighteen (18) months after the date of the FirstFire Purchase Agreement or extinguishment of the FirstFire Note. The Company
has also granted customary "piggy-back" registration rights to FirstFire with respect to the shares of common stock underlying
the FirstFire Note (the "Conversion Shares"), the First Warrant Shares, the Second Warrant Shares, and the Commitment Shares.
FirstFire has covenanted not to cause or engage in any
short selling of shares of common stock until the FirstFire Note is fully repaid.

 The
following sets forth the material terms of the FirstFire Note, the First Warrant, and the Second Warrant.

 FirstFire
Note

and Maturity. The FirstFire Note carries an interest rate of twelve percent ( 12 %) per annum, with the first twelve months of interest,
amounting to $ 33,000.00, guaranteed, and fully earned as of the issue date. The maturity date of the FirstFire Note is twelve (12) months
from the issue date, at which point the Principal Amount, together with any accrued and unpaid interest and other fees, shall be due
and payable to the holder of the FirstFire Note.

 Conversion.
The holder of the FirstFire Note is entitled to convert any portion of the outstanding and unpaid principal amount and accrued interest
into Conversion Shares at a conversion price of $ 1.00 per share, subject to adjustment. The FirstFire Note may not be converted and Conversion
Shares may not be issued under the FirstFire Note if, after giving effect to the conversion or issuance, the holder together with its
affiliates would beneficially own in excess of 4.99% of the outstanding common stock. In addition to the beneficial ownership limitations
in the FirstFire Note, the number of shares of common stock that may be issued under the FirstFire Note, the First Warrant, the Second
Warrant, and under the FirstFire Purchase Agreement (including the Commitment Shares) is limited to 19.99% of the outstanding common
stock as of April 5, 2024 (the "Exchange Cap", which is equal to 523,344 shares of common stock, subject to adjustment as
described in the FirstFire Purchase Agreement), unless stockholder approval is obtained by the Company to issue more than the Exchange
Cap. The Exchange Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse
stock split or other similar transaction.

 Prepayment.
The Company may prepay the FirstFire Note at any time in whole or in part by paying a sum of money equal to 110% of the sum of the principal
amount to be redeemed plus the accrued and unpaid interest.

 Future
Proceeds. While any portion of the FirstFire Note is outstanding, if the Company receives cash proceeds of more than $ 1,500,000 from
any source or series of related or unrelated sources, or more than $ 1,000,000 from any public offering (the "Minimum Threshold"),
the Company shall, within one (1) business day of Company's receipt of such proceeds, inform FirstFire of such receipt, following
which FirstFire shall have the right in its sole discretion to require the Company to immediately apply up to 100% of all proceeds received
by the Company above the Minimum Threshold to repay the outstanding amounts owed under the FirstFire Note.

 F- 30

 Covenants.
The Company is subject to various covenants that restrict its ability to, among other things, declare dividends, make certain investments,
sell assets outside the ordinary course of business, or enter into transactions with affiliates, thereby ensuring the Company operational
and financial activities are conducted in a manner that prioritizes the repayment of the FirstFire Note.

 Events
of Default. The FirstFire Note outlines specific events of default and provides FirstFire certain rights and remedies in such events,
including but not limited to the acceleration of the FirstFire Note's due date and a requirement for the Company to pay a default
amount. Specific events that constitute a default under the FirstFire Note include, but are not limited to, failure to pay principal
or interest when due, breaches of covenants or agreements, bankruptcy or insolvency events, and a failure to comply with the reporting
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Upon an event of default, the FirstFire
Note becomes immediately due and payable, and the Borrower is subject to a default sum as stipulated.

 The
FirstFire Note is subject to, and governed by, the terms and conditions of the FirstFire Purchase Agreement.

 First
Warrant

 The
First Warrant grants the holder thereof the right to purchase up to 229,167 shares of common stock at an exercise price of $ 1.20 per
share.

 Exercisability.
The First Warrant is be immediately exercisable and will expire five years from the issuance date. The First Warrant is exercisable,
at the option of the holder, in whole or in part, by delivering to the Company a duly executed exercise notice and, at any time a registration
statement registering the issuance of the First Warrant Shares under the Securities Act of 1933, as amended (the "Securities Act")
is effective and available for the issuance of such First Warrant Shares, or an exemption from registration under the Securities Act
is available for the issuance of such First Warrant Shares, by payment in full in immediately available funds for the number of First
Warrant Shares purchased upon such exercise. If a registration statement registering the issuance of the First Warrant Shares underlying
the First Warrant under the Securities Act is not effective or available, the holder may, in its sole discretion, elect to exercise the
First Warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of First Warrant
Shares determined according to the formula set forth in the First Warrant.

Limitation. A holder will not have the right to exercise any portion of the First Warrant if the holder (together with its affiliates)
would beneficially own in excess of 4.99% of the number of shares of the common stock outstanding immediately after giving effect to
the exercise, as such percentage ownership is determined in accordance with the terms of the First Warrant.

 Trading
Market Regulation. Until the Company has obtained stockholder approval of the FirstFire Purchase Agreement and the issuance of the
securities issued pursuant thereto, the Company may not issue any First Warrant Shares upon the exercise of the First Warrants if the
issuance of such First Warrant Shares, (taken together with the issuance of any shares held by or issuable to the holder under the FirstFire
Purchase Agreement or any other agreement with the Company) would exceed the aggregate number of shares which the Company may issue without
breaching 523,344 shares (19.9% of the Company's outstanding common stock) or any of the Company's obligations under the
rules or regulations of Nasdaq.

Price Adjustment. Subject to the aforementioned limitations, the exercise price of the First Warrant is subject to appropriate adjustment
in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting
the common stock, upon any distributions of assets, including cash, stock or other property to our stockholders, and if we issue additional
shares of common stock at a price per share that is less than the exercise price then in effect.

 Fundamental
Transactions. The Company shall not enter into or be a party to a fundamental transaction unless the successor entity assumes all
obligations of the Company under the First Warrant and other transaction documents. Upon consummation of a fundamental transaction, then
the successor entity will succeed to, and be substituted for the Company, and may exercise every right and power that the Company may
exercise and will assume all of the Company's obligations under the First Warrant with the same effect as if such successor entity
had been named in the First Warrant itself.

 Rights
as a Stockholder. Except as otherwise provided in the First Warrant or by virtue of such holder's ownership of shares of common
stock, the holder of the First Warrant will not have the rights or privileges of a holder of common stock, including any voting rights,
until the holder exercises the First Warrant.

 F- 31

 Second
Warrant

 The
Second Warrant grants the holder thereof the right to purchase up to 500,000 shares of common stock at an exercise price of $ 0.01 per
share.

 Exercisability.
The Second Warrant will only become exercisable on the specific Triggering Event Date, which is the date that an Event of Default occurs
under the Note, and will expire five years from such date. The Second Warrant includes a 'Returnable Warrant' clause, providing
that the Second Warrant shall be cancelled and returned to the Company if the Note is fully extinguished before any Triggering Event
Date. The Second Warrant will be exercisable, at the option of each holder, in whole or in part by delivering to the Company a duly executed
exercise notice and, at any time a registration statement registering the issuance of the Second Warrant Shares under the Securities
Act is effective and available for the issuance of such Second Warrant Shares, or an exemption from registration under the Securities
Act is available for the issuance of such shares, by payment in full in immediately available funds for the number of Second Warrant
Shares purchased upon such exercise. If a registration statement registering the issuance of Second Warrant Shares under the Securities
Act is not effective or available, the holder may, in its sole discretion, elect to exercise the Second Warrant through a cashless exercise,
in which case the holder would receive upon such exercise the net number of Second Warrant Shares determined according to the formula
set forth in the warrant.

Limitation. A holder will not have the right to exercise any portion of the Second Warrant if the holder (together with its affiliates)
would beneficially own in excess of 4.99% of the number of shares of the common stock outstanding immediately after giving effect to
the exercise, as such percentage ownership is determined in accordance with the terms of the Second Warrant.

 Trading
Market Regulation. Until the Company has obtained stockholder approval of the FirstFire Purchase Agreement and the issuance of the
securities issued pursuant thereto, the Company may not issue any Second Warrant Shares upon the exercise of the Second Warrants if the
issuance of such Second Warrant Shares, (taken together with the issuance of any shares held by or issuable to the holder under the FirstFire
Purchase Agreement or any other agreement with the Company) would exceed the aggregate number of shares which the Company may issue without
breaching 523,344 shares (19.9% of the Company's outstanding common stock) or any of the Company's obligations under the
rules or regulations of Nasdaq.

Price Adjustment. Subject to the aforementioned limitations, the exercise price of the Second Warrant is subject to appropriate adjustment
in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting
the common stock, upon any distributions of assets, including cash, stock or other property to our stockholders, and if we issue additional
shares of common stock at a price per share that is less than the exercise price then in effect.

 Fundamental
Transactions. The Company shall not enter into or be a party to a fundamental transaction unless the successor entity assumes all
obligations of the Company under the Second Warrant and other transaction documents. Upon consummation of a fundamental transaction,
then the successor entity will succeed to, and be substituted for the Company, and may exercise every right and power that the Company
may exercise and will assume all of the Company's obligations under the Second Warrant with the same effect as if such successor
entity had been named in the Second Warrant itself.

 Rights
as a Stockholder. Except as otherwise provided in the Second Warrant or by virtue of such holder's ownership of shares of common
stock, the holder of the Second Warrant will not have the rights or privileges of a holder of common stock, including any voting rights,
until the holder exercises the Second Warrant.

 F- 32

 Part
IV

 Item
15. Exhibits and Financial Statement Schedules

 (a)
Financial Statements

 The
following are filed as a part of this report:

 1.
Financial Statements

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID No. 2738)

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022

 Consolidated Statements of Stockholders' Equity (Deficit) for the Period from January 1, 2022 to December 31, 2023

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

 Notes to Consolidated Financial Statements

 2.
Financial Statement Schedules

 Information
required by Schedule II is shown in the Notes to Consolidated Financial Statements. All other schedules for which provision is made in
the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are
inapplicable, and therefore have been omitted.

 (b)
Exhibits

 The exhibits listed in the Original
Filing and the exhibits listed below in this Amendment are filed with, or incorporated by reference in, this report.

 23.1

 Consent of M&K CPAs, PLLC

 31.3

 Certification by Principal Executive Officer pursuant to Rule 13a-4(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.

 31.4

 Certification by Principal Financial Officer pursuant to Rule 13a-4(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.

 32.2

 Certification by Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 Item
16. Form 10-K Summary

 Not
applicable.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report
on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized on April 17, 2024.

 INVO
 Bioscience, Inc.

 Date:
 April 17, 2024

 By:

 /s/
 Steven Shum

 Steven
 Shum

 Chief
 Executive Officer

 (Principal
 Executive Officer)