[Form 4] NAYA Biosciences, Inc. Insider Trading Activity

Rhea-AI Filing Summary

INVO Fertility, Inc. (IVF) Director Barbara Ryan reported receipt of a non-qualified stock option to buy 45,000 shares of common stock at an exercise price of $1.01 per share, with an expiration date ten years after the grant. The option is exercisable beginning 08/26/2025 and vests in four equal quarterly installments starting the first day of the calendar quarter following 08/26/2025 until fully vested. Following the reported transaction, Ms. Ryan beneficially owns 45,157 shares of common stock directly. The Form 4 indicates the grant was reported by a single reporting person who is a director of the issuer.

Positive

• Director alignment: The equity grant aligns the reporting director's interests with shareholders through ownership and potential upside.
• Clear vesting schedule: The option vests in four equal quarterly installments, providing a defined retention mechanism.

Negative

• Rapid vesting: Quarterly vesting beginning immediately next quarter is relatively short and may offer limited long‑term retention compared with multi‑year schedules.

Insights

Securities Analyst

TL;DR: A director received a ten‑year option for 45,000 shares at $1.01 with quarterly vesting; modest direct ownership follows the grant.

The reported grant is a typical director equity award designed to align interests with shareholders. The exercise price of $1.01 establishes the cost to acquire shares under the option, and the ten‑year term is standard for many stock option grants. Vesting in four equal quarterly installments beginning the quarter after the grant creates a short service/retention schedule. The report shows direct beneficial ownership of 45,157 shares after the transaction, which quantifies the director's current stake but appears small relative to typical public company float unless the company is microcap.

Corporate Governance Expert

TL;DR: Governance-wise this is a routine director award with time‑based vesting to promote retention and alignment.

The grant to a director follows common governance practice of compensating board members with equity that vests over time. The four‑installment quarterly vesting schedule is relatively rapid compared with annual or multi‑year schedules, which may indicate a grant intended to provide near‑term retention incentive. The direct ownership disclosed post‑transaction is documented on Form 4, fulfilling Section 16 reporting obligations. No other governance changes or related party details are disclosed in the filing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ryan Barbara

(Last) (First) (Middle)

C/O INVO FERTILITY, INC.

5582 BROADCAST COURT

(Street)

SARASOTA FL 34240

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INVO Fertility, Inc. [ IVF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								46	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$1.01	08/26/2025		A		45,000		(1)	08/26/2035	Common Stock	45,000	$0	45,157	D

Explanation of Responses:

1. The option vests in four equal installments beginning on the first day of the calendar quarter following August 26, 2025 and on the first day of each calendar quarter thereafter until fully vested.

	/s/ Barbara Ryan	08/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Barbara Ryan report on the Form 4 for INVO Fertility (IVF)?

The Form 4 reports a stock option grant of 45,000 shares exercisable at $1.01 per share with a 10‑year term and quarterly vesting beginning the quarter after 08/26/2025.

How many shares does the reporting person beneficially own after the transaction?

The filing states the reporting person beneficially owns 45,157 shares of common stock directly following the reported transaction.

When does the option become exercisable and when does it expire?

The option is listed as exercisable beginning 08/26/2025 and expires on 08/26/2035.

What is the vesting schedule for the option grant?

The option vests in four equal installments starting on the first day of the calendar quarter following 08/26/2025 and on the first day of each calendar quarter thereafter until fully vested.

What is the reporting person's relationship to the issuer?

The Form 4 indicates the reporting person, Barbara Ryan, is a Director of INVO Fertility, Inc.