Note 3 – Business Combinations

Alabama JV Acquisition

On June 23, 2026 (the “Acquisition Date”), the Company through its wholly owned subsidiary, INVO Centers, LLC, entered into a Membership Interest Transfer Agreement with Karen Hammond, Lisa Ray, and Nicholas Cataldo (collectively the “Sellers”), pursuant to which the Company acquired 100% of their respective membership interests in HRCFG, LLC (“HRCFG”). Upon acquisition, the Company acquired 50% of the outstanding membership interests in HRCFG INVO, LLC (“HRCFG INVO”) resulting in 100% of membership interest in HRCFG INVO. Prior to the Acquisition, the Company held approximately 50% of the membership interests in HRCFG INVO and accounted for that interest under the equity method of accounting. The Company accounted for the acquisition as a business combination achieved in stages in accordance with ASC 805, Business Combinations. The Company acquired HRCFG to advance its long-term strategy of building and acquiring in vitro fertilization clinics in the United States.

The Company remeasured its previously held equity interest in HRCFG INVO at its acquisition-date fair value of $1.6 million, determined based on the implied transaction value of HRCFG INVO, which was derived from the purchase price paid to acquire the remaining 50% of the outstanding membership interests in HRCFG INVO. The Company recognized a gain on remeasurement of $2.0 million in the unaudited consolidated statements of operations for the three and six months ended June 30, 2026.

The total purchase price consideration for the acquisition was $1.6 million, which consists of the following estimated fair value amounts:

 Schedule of Business Combination

The Company recognized $2.7 million in total goodwill as a result of the acquisition as follows:

 Schedule of Goodwill Acquired

The assets and liabilities of HRCFG, both tangible and intangible, were recorded at their estimated fair values as of the Acquisition Date. Acquisition related costs incurred were immaterial and were charged against earnings in the unaudited consolidated statements of operations for the three and six months ended June 30, 2026.

The following table summarizes the preliminary purchase price allocations as of the Acquisition Date:

 Schedule of Purchase Price Allocation

The following is a summary of identifiable intangible asset acquired and the related expected life for the finite-lived intangible asset:

 Schedule of Identifiable Intangible Asset Acquired

Valuation Assumptions for Purchase Price Allocation

Due to the timing of the acquisition, the Company has not completed its evaluation and determination of the fair values of certain assets acquired and liabilities assumed, primarily the final valuation of the intangible assets. Therefore, the final fair value of the assets acquired and liabilities assumed, which will be completed within the measurement period of up to one year from the Acquisition Date, may vary from the Company’s preliminary estimates.

The Company’s valuation assumptions used to value the acquired assets and assumed liabilities require significant estimates, especially with respect to intangible assets. The intangible assets acquired are primarily comprised of trade name and patient list. The fair values of the identifiable intangible assets acquired are provisional amounts that were estimated using a simplified methodology based on the available information as of the Acquisition Date, consistent with Level 3 fair value measurement principles under ASC 820, Fair Value Measurement.

Effective Settlement of Note Receivable

The acquisition involves the effective settlement of a pre-existing intercompany balance between the Company and HRCFG in the form of a note receivable due from HRCFG of approximately $1.1 million, including accrued interest, as of the Acquisition Date. The consideration transferred was increased by the fair value of the note receivable which was $1.5 million to reflect the effective settlement of this note receivable. As a result, the note receivable was excluded from identifiable assets acquired in the preliminary purchase price allocation and was eliminated upon consolidation.

Pro Forma Financial Information 

The following unaudited pro forma consolidated results of operations for the three and six months ended June 30, 2026 and 2025 assume the acquisition was completed on January 1, 2025:

Schedule of Pro Forma Information 

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.

Family Beginnings Acquisition

On February 18, 2026, the Company, consummated its acquisition of Family Beginnings P.C. (the “Indiana Clinic”) for a combined purchase price of $760,000, consisting of $360,000 in cash, of which $210,000 was paid at closing, $150,000 was a holdback to be released six months after the closing date, and $400,000 in Series D Preferred (see Note 13 – Stockholders’ Equity for additional information on the Series D Preferred).

The Indiana Clinic is a fertility practice that provides direct treatment to patients focused on fertility care, and employs a physician and other healthcare providers to deliver such services and procedures.

The Company’s wholly owned subsidiary, Wood Violet Fertility, LLC (“Wood Violet”) purchased the Indiana Clinic’s non-medical assets, and Fertility, P.A., a Florida professional corporation, purchased the Indiana Clinic’s medical assets.

On February 18, 2026, in conjunction with the Indiana Clinic acquisition, Wood Violet entered into a Management Services Agreement (the “Indiana MSA”) with Fertility, P.A., pursuant to which Wood Violet provides management, administrative, laboratory, and other operational support services to the medical practice.

The Company’s consolidated financial statements for the six months ended June 30, 2026 include the Indiana Clinic’s results of operations from the acquisition date of February 18, 2026 through June 30, 2026. 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. The Company assigned no value to tangible assets, liabilities, or other intangible assets for which estimated fair value was determined to be insignificant as of the acquisition date.

 Schedule of Allocation of Purchase Price

Pro Forma Financial Information

The following unaudited pro forma consolidated results of operations for the six months ended June 30, 2026 and 2025 assume the acquisition was completed on January 1, 2025:

 Schedule of Pro Forma Consolidated Results of Operations

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.