{"url_path":"/sec/ivf/10-k/2026/item-9a","section_key":"item-9a","section_title":"Item 9A Controls and Procedures**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-02","source_url":"https://www.sec.gov/Archives/edgar/data/1417926/0001493152-26-026775-index.html","accession_number":"0001493152-26-026775","cik":"0001417926","ticker":"IVF","issuer_name":"INVO Fertility, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1417926/0001493152-26-026775-index.html","primary_entity_key":"0001417926","primary_entity_name":"INVO Fertility, Inc."},"word_count":921,"has_tables":true,"body_markdown":"**Item\n9A. Controls and Procedures**\n\n \n\n**Evaluation\nof Disclosure Controls and Procedures**\n\n \n\nWe\nmaintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, that are designed to be\neffective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded,\nprocessed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is\naccumulated and communicated to our management to allow timely decisions regarding required disclosure.\n\n \n\nOur\nmanagement, including the Chief Executive Officer and the Chief Financial Officer, has since carried out an evaluation of the effectiveness\nof the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities\nExchange Act of 1934, as amended, as of the end of the period covered by this report. These disclosure controls and procedures are designed\nto ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded,\nprocessed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated\nto our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate,\nto allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer\nhave concluded that our disclosure controls and procedures were not effective as of December 31, 2025 due to the material weaknesses\ndescribed below.\n\n \n\n**Management**’**s\nReport on Internal Control over Financial Reporting**\n\n \n\nOur\nmanagement is responsible for establishing and maintaining adequate internal control over financial reporting of the Company. Our management\nconducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated\nFramework (1992 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the evaluation of\nour internal control over financial reporting, management has concluded that, as of December 31, 2025, our internal control over financial\nreporting was not effective due to material weaknesses related to (1) a limited segregation of duties due to our lack of formal control\ndocumentation, limited resources, and the small number of employees, and (2) a lack of adequate accounting resources to properly account\nfor complex accounting transactions. Management has determined that these control deficiencies constitute material weaknesses, which\ncould result in material misstatements of significant accounts and disclosures that could result in a material misstatement to our interim\nor annual financial statements that would not be prevented or detected.\n\n \n\nWe\nare in the process of improving our internal control over financial reporting in an effort to remediate these deficiencies. We have added\nadditional accounting resources to properly account for complex accounting transactions. In addition, we are also seeking to improve\nour formal control documentation, increase our resources, and additional accounting personnel to further segregate duties, improve supervision\nand increase training of our accounting staff with respect to generally accepted accounting principles, provide additional training to\nour management regarding use of estimates in accordance with generally accepted accounting principles, increase the use of contract accounting\nassistance, and increase the frequency of internal financial statement review. We will continue to take additional steps necessary to\nremediate the material weaknesses described above.\n\n \n\nThis\nannual report does not include an attestation report of the company’s registered public accounting firm regarding internal control\nover financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting\nfirm pursuant to rules of the SEC.\n\n \n\n**Limitations\non Effectiveness of Controls and Procedures**\n\n \n\nOur\nmanagement, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures\nor our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide\nonly reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must\nreflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because\nof the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues\nand instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the\nrealities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally,\ncontrols can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of\nthe control.\n\n \n\nThe\ndesign of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be\nno assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may\nbecome inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because\nof the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.\n\n \n\n**Changes\nin Internal Control over Financial Reporting**\n\n \n\nExcept\nas described above, there were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)\nunder the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely\nto materially affect, our internal control over financial reporting."}