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

Rhea-AI Filing Summary

Rebecca Messina, a director of INVO Fertility, Inc. (IVF), was granted a stock option on 08/26/2025. The option allows purchase of 45,000 shares at an exercise price of $1.01 per share and expires on 08/26/2035. The option vests in four equal quarterly installments beginning the first day of the calendar quarter after 08/26/2025 until fully vested. After the grant, Ms. Messina beneficially owns 45,143 shares of common stock. The transaction was reported on a Form 4 filed and signed 08/28/2025.

Positive

• Alignment with shareholders: Option grant ties director compensation to future stock performance.
• Long-term incentive: Ten-year term supports long-term retention and potential value creation.

Negative

• Potential dilution: 45,000-share option increases share count if exercised (filing lacks company total shares context).
• Rapid vesting: Quarterly vesting over about one year is relatively quick and may offer limited long-term retention compared with multi-year schedules.

Insights

Securities Analyst

TL;DR: Director received a 45,000-share option grant with a $1.01 strike, ten-year term, and quarterly vesting starting after 08/26/2025.

The grant aligns director incentives with shareholder value by tying compensation to future stock performance. A $1.01 strike suggests the option was likely granted at or near the prevailing market level (the filing does not state market price). Ten-year terms are common for director awards and provide long-term retention. The quarterly vesting over roughly one year provides relatively rapid vesting compared with multi-year schedules, which may indicate an expectation of near-term contribution or retention needs. No cash transactions or sales were reported.

Corporate Governance Expert

TL;DR: Routine director equity award; governance implications are modest given size and standard vesting.

This is a standard equity-based compensation action for a director: an option for 45,000 shares exercisable through 2035 with four equal quarterly vesting installments beginning after the grant date. The filing lists direct ownership of 45,143 shares after the grant, suggesting modest incremental dilution. The Form 4 contains no disclosures of related-party conflicts or departures. From a governance perspective, the award appears customary rather than extraordinary; materiality depends on company size and total outstanding shares, which the filing does not provide.

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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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^*

Messina Rebecca

(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								33	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	45,143	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/ Rebecca Messina	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 Rebecca Messina report on her Form 4 for INVO Fertility (IVF)?

The Form 4 reports a grant of a stock option to purchase 45,000 shares at an exercise price of $1.01, exercisable through 08/26/2035, with quarterly vesting beginning after 08/26/2025.

How many shares does Rebecca Messina beneficially own after the reported transaction?

The filing shows Ms. Messina beneficially owns 45,143 shares of common stock following the option grant.

When does the option granted to Rebecca Messina vest?

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

What is the expiration date of the option reported on the Form 4?

The option expires on 08/26/2035.

Was the Form 4 signed and filed, and if so when?

Yes. The Form 4 was signed by Rebecca Messina on 08/28/2025.