Note 11 – Notes Payable 

Notes payables consisted of the following:

 Schedule of Notes Payable

Related Party Demand Notes

JAG Note

In the fourth quarter of 2022, the Company received $500,000 through the issuance of five demand notes (the “JAG Notes”) from a related party, JAG Multi Investments LLC (“JAG”). The Company’s Chief Business 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.

On January 21, 2025, the Company received a demand notice from JAG.

On August 13, 2025, the Company and JAG entered into a letter agreement (the “JAG August Letter”) pursuant to which (i) the maturity date of the JAG Notes is extended until September 30, 2025, (ii) if the Company paid $100,000 to JAG before September 30, 2025, the maturity of the JAG Notes will be extended automatically to December 31, 2025, (iii) if the Company pays an additional $175,000 to JAG before the end of each subsequent quarter, the maturity of the JAG Notes will be extended automatically by an additional calendar quarter, until the JAG Notes have been repaid in full, (iv) if the Company raises more than $3,000,000 after the date of the letter agreement, the Company shall pay ten percent (10%) of any proceeds in excess of $3,000,000 to repay the JAG Notes, (v) the JAG Notes may be converted by the holder into shares of the Company’s common stock at a conversion price of $80.00 per share, and (vi) the Company agreed to issue to JAG a warrant (the “JAG Warrant”) to purchase up to 3,750 shares of the Company’s common stock at an exercise price of $80.00 per share, exercisable for five years from the date of issuance.

As the JAG August Letter added a conversion feature to the JAG Notes, the modification was accounted for as an extinguishment. The Company recognized a loss of $235,712 based on the fair value of the warrants issued with the modification.

On November 13, 2025, the Company and JAG entered into a letter agreement (the “JAG Nov Letter”) pursuant to which (i) the maturity date of the JAG Notes was extended until December 31, 2025, if the Company paid $100,000 to JAG by November 30, 2025, (ii) the exercise price on the JAG Warrant was reduced from $80.00 per share to $30.00 per share, and (iii) the remaining terms of the JAG August Letter remained unchanged. The Company reviewed the revised terms of the JAG Nov Letter both qualitatively and quantitatively and determined it was a modification.

On May 27, 2026, the Company and JAG entered into a letter agreement (the “JAG May 2026 Letter”) pursuant to which (i) the maturity date of the JAG Notes was extended until December 31, 2026, (ii) the Company agreed to repay the JAG Notes in monthly installments of $50,000 with a balloon payment at the end of December 2026, (iii) confirmation that if the Company raises more than $3,000,000 after the date of the JAG May 2026 Letter, the Company shall pay ten percent (10%) of any proceeds in excess of $3,000,000 to accelerate repayment of the JAG Notes, (iv) the conversion price of the JAG Notes was set to $1.60, (v) the Company agreed to issue to JAG a new warrant (the “JAG May 2026 Warrant”) to purchase up to 150,000 shares of the Company’s common stock at an exercise price of $1.60 per share, exercisable for five years from the date of issuance, and (vi) the Company agreed to the reset of the conversion and exercise prices of the JAG Notes and JAG May 2026 Warrant, respectively, to equal the price of any future financing based on a share price that is lower than the conversion and exercise prices then in effect. The Company reviewed the revised terms of the JAG May 2026 Letter and determined it was an extinguishment. The Company recognized a loss of $172,621 based on the fair value of the warrants issued with the modification.

For the periods ended June 30, 2026 and 2025, the Company incurred $33,183 and $40,222 in interest related to the JAG Notes, respectively. In December 2025, the Company repaid $63,000 of interest due on the JAG Notes. During the second quarter of 2026 the Company repaid $100,000 of accrued interest and $59,389 of accrued interest and financing fees as well as $228,611 of principle was converted to shares of common stock. As of June 30, 2026, the balance of the JAG Notes was $371,389 plus outstanding financing fees and accrued interest of $70,611.

Executive Notes

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 Business 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 for the principal amounts, a 10% financing fee, and accrued interest.

For the periods ended June 30, 2026 and 2025, the Company incurred $5,056 and $5,056 in interest related to these demand notes, respectively. As of June 30, 2026 the cumulative balance of these demand notes was $220,000 plus outstanding accrued interest of $72,516.

Revenue 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.

On September 24, 2024, the Company, the Lender, Steven Shum, and the Guarantors entered into an amendment to the Loan Agreement, pursuant to which the Lender approved the Sept 24 Cash Advance Agreement and the Company agreed to increase the “Minimum Interest” (as defined in the Loan Agreement) by 0.15x effective as of December 1, 2024, if the Company did not receive equity investment of at least $1,000,000 by November 30, 2024. The Company did not raise such amount by such date, and, as such the Minimum Interest rate due on the RSLA Loan increased by 0.15x.

On August 13, 2025, the Company, the Lender, Steven Shum, and the Guarantors entered into a third amendment to the Loan Agreement, pursuant to which (i) the Lender consented to the change of the Company’s name to INVO Fertility, Inc., (ii) the Lender waived the event of default that would result from the entry of judgment pursuant to a term sheet with Dr. Pritts and the Pritts Trust, (iii) the parties agreed to an adjusted repayment schedule whereby the monthly payment under the Loan Agreement increased by $20,000, and (iv) the Company agreed to reimburse the Lender for approximately $17,500 in fees and expenses incurred in connection with the third amendment. The Company reviewed the revised terms of the third amendment both qualitatively and quantitatively and as there was more than a 10% change in cash flows determined it should be accounted for an extinguishment. As such the $17,500 in lender fees were expensed immediately as an extinguishment loss.

The financing fees for the RSLA Loan were recorded as a debt discount. For the six months ended June 30, 2026, the Company there was no debt discount expense for the RSLA Loan as the debt discount was fully amortized in 2025. For the six months ended June 30, 2025, the Company amortized $1,579 of the debt discount. For the six months ended June 30, 2026 and 2025, the Company incurred $315,496 and $108,513, respectively, in interest related to the RSLA Loan. The principle balance outstanding was $954,885 and $1,184,214 as of June 30, 2026 and 2025, respectively.