Thank you, and welcome to this special meeting of INVO Fertility Stockholders. To be efficient, we are holding this meeting virtually. Stockholders who require technical assistance can call Broadridge's technical support line at the phone number posted on the meeting login page. I'm Steve Shum, CEO, as well as a member of the board of directors. It is now 12:00 P.M. Eastern Time on January 22nd, 2026, and this meeting will please come to order.
Also participating in this meeting are Tara Kriegswald, CFO, Andrea Goren, Corporate Secretary, Marc Indeglia of Glaser Weil, counsel to the company, and Jim Raitt of American Election Services, who has been appointed as Inspector of Election for the meeting. Certain members of our board of directors are also on the line. I will act as Chairperson of the meeting, and Marc Indeglia will act as Secretary of the meeting.
Before considering today's business, I ask our counsel to report on the formal steps taken in connection with this meeting. Marc?
Good morning. Pursuant to the bylaws of the corporation, the board of directors called this meeting to be held today and fixed the close of business on December 8th, 2025, as the record date for the determination of the stockholders entitled to receive notice of and to vote at this meeting. The mailing of a notice of this meeting commenced on December 22nd, 2025, to each holder of the corporation's common stock for whom the corporation had an address at the close of business on the record date.
Thank you, Marc. I ask you to file the affidavit as to the mailing of the proxy statement, including the notice of special meeting and proxy card in the minute book of the corporation, along with the minutes of this meeting. I would now like to proceed with the formal business of the meeting. The following are the matters on which stockholders are voting: Number 1, to ratify the appointment of WithumSmith+Brown, PC, as the corporation's independent registered public accounting firm for the fiscal year ending December 31, 2025.
Number 2, to approve, in accordance with Nasdaq Listing Rule 5635, the issuance of up to 4,733,728 shares of the corporation's Common Stock upon exercising of a Warrant issued to a certain investor in a Private Placement transaction, which closed on December 4th, 2025, and any additional shares of Common Stock due to an adjustment event pursuant to the terms of such Warrant. Number 3, to approve an amendment to our Amended and Restated Articles of Incorporation to increase the number of authorized shares of our Common Stock from 6,250,000 to 250,000,000. Number 4, the approval of a Fourth Amendment and restatement of our 2019 Stock Incentive Plan to increase the number of shares of our Common Stock available for issuance thereunder to a total amount of 1,000,000.
Number five, the approval of any adjournments of this meeting for the purpose of soliciting additional proxies if there are not sufficient votes to approve any of the above proposals or to establish a quorum. Jim Raitt has been appointed as Inspector of Elections. Jim, please present the list of stockholders.
Thank you, Mr. Chairman. I present a list of INVO Fertility stockholders as of the close of business on December 8th, 2025, which is the record date for this meeting. The stockholders on this list are entitled to vote at this meeting. The list has been certified by Transfer Online, Inc., the transfer agent for the corporation's common stock. Back to you, Steve.
Thank you. The list of stockholders is open for inspection by any stockholder participating in this meeting and can be examined during this meeting by clicking on the link at the bottom of your screen labeled "Registered Shareholder List." A window will appear where the stockholder may complete an attestation form. The stockholder will then be presented with a protected PDF that is view-only and cannot be printed or downloaded.
Transfer Online has also certified that each stockholder entitled to vote at this meeting has been sent a notice of this meeting accompanied by the proxy statement. The initial order of business is to determine the presence of quorum. Pursuant to action taken by the board of directors, only stockholders of record of our common stock as of December 8th, 2025, are entitled to notice of and vote at this special meeting.
Jim, as Inspector of Election, has executed their required oath. I hereby instruct that a copy of the Inspector's oath be placed with the minutes of this meeting. Jim?
I wish to report that I have examined the list of stockholders entitled to vote at this meeting and have determined that the number of outstanding shares of common stock entitled to vote as of the record date is 2,386,826. Holders of at least one-third of the shares must be present in person or represented by proxy for the meeting to be held to transact business at this meeting. Thus, the holders of at least 795,609 shares must be present in person or represented by proxy at this meeting to have quorum. The number of votes represented at this meeting in person or by proxy is 944,054 shares or 39.55% of the total outstanding shares of the common stock, which constitutes the quorum.
I hereby determine that the number of votes represented at this meeting in person or by proxy constitutes quorum for the conduct of business at this meeting. The first matter to be voted on today is the ratification of the appointment of WithumSmith+Brown, PC, as the corporation's independent registered public accounting firm for the fiscal year ending December 31st, 2025, as set forth more fully in proposal number one of the proxy statement. A motion to approve proposal number one is now in order.
I hereby move to approve proposal number one.
I second the motion and hereby declare the motion duly made. The second matter to be voted on today is the issuance in accordance with Nasdaq Listing Rule 5635 of our common stock upon the exercise of outstanding warrants issued to a certain investor in a private placement transaction, which closed on December 4th, 2025, as may be adjusted from time to time and set forth more fully in proposal number two of the proxy statement. A motion to approve proposal number two is now in order.
I hereby move to approve proposal number two.
I second the motion and hereby declare the motion duly made. The third matter to be voted on today is the approval of an amendment to our Amended and Restated Articles of Incorporation to increase the number of authorized shares of our Common Stock from 6,250,000 to 250,000,000, as set forth more fully in proposal number three of the Proxy Statement. A motion to approve proposal number three is now in order.
I hereby move to approve proposal number three.
I second the motion and hereby declare the motion duly made. The fourth matter to be voted on today is the approval of a Fourth Amendment and restatement of our 2019 Stock Incentive Plan to increase the number of shares of our common stock available for issuance thereunder to a total amount of 1,000,000 as set forth more fully in proposal number four of the proxy statement. A motion to approve proposal number four is now in order.
I hereby move to approve proposal number four.
I second the motion and hereby declare the motion duly made. The fifth matter to approve an adjournment of this meeting for the purpose of soliciting additional proxies if there are not sufficient votes to approve proposals one, two, three, and/or four, as set forth more fully in proposal number five of the proxy statement. A motion to approve proposal number five is now in order.
I hereby move to approve proposal number five.
I second the motion and hereby declare the motion duly made. It is now ordered that the polls be opened for voting on proposal number one, two, three, four, and five, with each proposal as described more fully in the Proxy Statement. Any stockholder who has not yet voted on these proposals or wishes to change their vote on any of these proposals may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. We will take a short pause to see if anyone needs to vote now. Votes are in, and I declare the polls closed on these proposals.
The inspector will now report on the votes on these proposals that were properly made prior to the meeting. The inspector will provide the corporation with a final report that reflects any votes properly made at this meeting. I understand that the inspector is now ready to provide a preliminary report. Jim, will you please provide that preliminary report?
Thank you, Mr. Chairman. As given in the proxy statement, the ratification of the appointment of WithumSmith+Brown, PC, pursuant to proposal number one, requires the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote thereon. A preliminary examination shows 865,418 votes received in favor of proposal number one, which exceeds the majority of the shares of common stock voted at this meeting, and so I hereby declare proposal number one has been approved on a preliminary basis.
As given in the Proxy Statement, the issuance of the corporation's Common Stock upon exercise of outstanding Warrants issued in a Private Placement transaction, which closed on December 4th, 2025, as may be adjusted from time to time, requires the number of votes cast in favor of proposal number two to exceed the number of votes cast against proposal number two. A preliminary examination shows that 118,385 votes received in favor of proposal number two, which exceeds the number of votes cast against proposal number two, and so I hereby declare that proposal number two has been approved on a preliminary basis.
As given in the Proxy Statement, the approval for an amendment to the company's amended and restated Articles of Incorporation to increase the number of authorized shares of the Common Stock from 6,250,000 to 250,000,000 pursuant to Proposal Number Three requires the number of votes cast in favor of Proposal Number Three to exceed the number of votes cast against Proposal Number Three. A preliminary examination shows 663,861 votes received in favor of Proposal Number Three, which exceeds the number of votes cast against Proposal Number Three. And so I hereby declare Proposal Number Three has been approved on a preliminary basis.
As given in the proxy statement, the approval of the Fourth Amendment and the restatement of the corporation's 2019 Stock Incentive Plan pursuant to proposal number four requires the number of votes cast in favor of proposal number four to exceed the number of votes cast against proposal number four. A preliminary examination shows that 349,649 votes received in favor of proposal number four, which exceeds the number of votes cast against proposal number four, and so I hereby declare proposal number four has been approved on a preliminary basis. As given in the proxy statement, the adjournment of this meeting for the purpose of soliciting additional proxies if there are not sufficient votes to approve proposals numbers one, two, three, and/or four requires the number of votes cast in favor of proposal number five to exceed the number of votes cast against proposal number five.
A preliminary examination shows that 732,663 votes received in favor of proposal number five, which exceeds the number of votes cast against proposal number five, and so I hereby declare that proposal number five has been approved on a preliminary basis. Back to you, Mr. Chairman.
Thank you, Jim. You have heard the preliminary report of the inspector, and I declare that proposals number one, two, three, four, and five on a preliminary basis have passed and been duly approved by the stockholders of the corporation. I hereby request that the preliminary report of the inspector with respect to such proposals be filed with the minutes of this meeting. The final report of the inspector with respect to such proposals will be provided to the company promptly. This completes the stockholder voting to be conducted on these proposals at this meeting. Since there are no other matters to come before the meeting, a motion to adjourn the meeting is now in order.
I move that the meeting be adjourned.
Thank you. The motion has been carried. We appreciate the stockholders joining today. Today's meeting and outcome was a critical step to executing our strategic growth plan for this year. On behalf of the entire INVO Fertility team, we have never been more excited coming into a new year, and we appreciate your support and look forward to providing you with further updates as we move forward. Please do not hesitate to reach out to us if you have any follow-up questions. Thank you again. The meeting is now officially adjourned.
This concludes the meeting. You may now disconnect.