PROGRESS REPORT: INVO Bioscience (NASDAQ $INVO) Signs Binding Agreements For Materially Transformative Acquisition

Financial Terms Of The Acquisition

The purchase price of the acquisition is $10 million payable over a three-year period. There will be an initial $2.5 million due in cash at closing, with subsequent $2.5 million payments due annually for the following three years. At the discretion of the sellers, subsequent payments may be paid in cash or in shares of INVO common stock valued at $6.25, $9.09, and $14.29, for the second, third and final payments, respectively.

Upon closing of the transaction, Wisconsin Fertility Institute will become a wholly owned subsidiary, and its financial statements will be consolidated with those, of INVO. Audited financial statements for the years ended December 31, 2021 and 2020, unaudited financial statements for the nine months ended September 30, 2022 and 2021, and unaudited pro forma condensed financial statements based on the combination of INVO and Wisconsin Fertility Institute’s statements of operation for the nine months ended September 30, 2022 and December 31, 2021, as well as balance sheet as of September 30, 2022, have been filed on Form 8-K with the U.S. Securities and Exchange Commission at www.sec.gov, and also available in the investor relations section of the Company’s website at www.invobio.com.

Final closing of the transactions is expected to occur in the second calendar quarter of 2023, subject to completing customary closing procedures.

INVO announced its intention to opportunistically pursue acquisitions of established fertility clinics in the U.S. to complement its existing strategy of opening new INVO Centers and to accelerate growth. Since regaining control of INVOcell’s distribution in the U.S., INVO has engaged with over one hundred domestic IVF clinics. These interactions have yielded renewed interest in the adoption of INVOcell and the IVC procedure in existing clinics, led to new INVO Center partnership discussions and generated potential acquisition opportunities. A growing number of like-minded physicians that share INVO’s mission to democratize fertility care are now in discussions with the Company to join forces in expanding access to treatment. Management believes that acquisitions represent a logical extension of the Company’s strategy, as INVO looks to integrate profitable businesses run by established and successful physicians. Furthermore, acquisitions would allow INVO the opportunity to fully implement INVOcell and the IVC procedure within an acquired IVF center, which, in turn, would help to support the Company’s distribution business. In the pursuit of this strategy, INVO is entertaining potential acquisitions and recently signed a non-binding letter for one specific opportunity. INVO and the key principals are working to consummate the acquisition and are developing a plan to incorporate INVOcell and the IVC procedure into the clinic’s existing operations with a goal of further growing revenue and earnings. Such implementation is not expected to require significant investment since IVC procedures can be added without additional equipment, space and/or human resources. The Company also executed a non-binding letter of intent with a lender to provide non-dilutive funding payable to close the transaction.

“During the last few months, we have focused on driving improved operational performance at our existing INVO Centers and advancing the opening of new locations, while simultaneously exploring acquisition opportunities that would help add immediate and significant scale to our overall operations and accelerate our path to profitability. In our existing clinics, we continue to see growing volume in patient inquiries and consultations, a leading indicator of future IVC cycles. Based on current cycle expectations, we are anticipating third quarter clinic revenue to increase significantly compared to our second quarter results. We are actively working within our U.S. distribution business and with international partners to enhance end-market awareness and to obtain necessary regulatory approval in key markets, such as China. On the acquisition front, we are excited by the prospect of bringing one or more established and profitable fertility centers into our operations. The practitioners we are in discussion with share our vision of leveraging the INVOcell solution to expand access to fertility and agree with our position that IVF and IVC are complementary to one another,” stated Steve Shum, CEO of INVO.