NAYA Biosciences (NAYA) 10-Q 17 May 21 2021 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2021	May 17, 2021
Cover [Abstract]
Entity Registrant Name	INVO Bioscience, Inc.
Entity Central Index Key	0001417926
Document Type	10-Q
Document Period End Date	Mar. 31, 2021
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		10,499,035
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2021

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets
Cash	$ 8,423,236	$ 10,097,760
Accounts receivable	527,651	21,699
Inventory	268,349	265,372
Prepaid expenses and other current assets	363,969	157,700
Total current assets	9,583,205	10,542,531
Property and equipment, net	129,679	132,206
Capitalized patents, net	22,606	5,427
Lease right of use	73,644	79,319
Trademarks	100,885	89,536
Notes receivable	280,160
Other assets		240
Investment in joint ventures		98,084
Total other assets	477,295	272,606
Total assets	10,190,179	10,947,343
Current liabilities
Accounts payable and accrued liabilities, including related parties	512,044	328,927
Accrued compensation - related party	267,390	527,326
Deferred revenue, current portion	714,286	714,286
Lease liability, current portion	23,061	22,707
Notes payable - Payroll Protection Program	157,620	157,620
Convertible notes, net	185,458	536,063
Income taxes payable		1,062
Total current liabilities	1,859,859	2,287,991
Lease liability, net of current portion	52,789	58,634
Deferred revenue, net of current portion	2,678,571	2,857,143
Deferred tax liability	469	469
Total liabilities	4,591,688	5,204,237
Stockholders' equity
Common Stock, $.0001 par value; 125,000,000 shares authorized; 10,424,229 and 9,639,268 issued and outstanding as of March 31, 2021 and December 31, 2020, respectively	1,042	964
Additional paid-in capital	40,287,000	37,978,224
Accumulated deficit	(34,689,551)	(32,236,082)
Total stockholders' equity	5,598,491	5,743,106
Total liabilities and stockholders' equity	$ 10,190,179	$ 10,947,343

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Common stock, par value	$ .0001	$ .0001
Common stock, shares authorized	125,000,000	125,000,000
Common stock, shares issued	10,424,229	9,639,268
Common stock, shares outstanding	10,424,229	9,639,268

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Total revenue	$ 684,523	$ 258,571
Cost of goods sold:
Production costs	60,314	27,563
Depreciation	2,431	2,431
Total cost of goods sold	62,745	29,994
Gross profit	621,778	228,577
Selling, general and administrative expenses	2,115,303	1,595,046
Research and development expenses	66,267	30,050
Total operating expenses	2,181,570	1,625,096
Loss from operations	(1,559,792)	(1,396,519)
Other income (expense):
Interest income	2,013
Interest expense	(895,226)	(47,873)
Foreign currency exchange loss	(464)
Total other expenses	(893,677)	(47,873)
Loss before income taxes	(2,453,469)	(1,444,392)
Provision for income taxes
Net loss	$ (2,453,469)	$ (1,444,392)
Net loss per common share basic	$ (.25)	$ (0.29)
Net loss per common share diluted	$ (.25)	$ (0.29)
Weighted average number of common shares outstanding basic	9,888,025	4,917,997
Weighted average number of common shares outstanding diluted	9,888,025	4,917,997
Product revenue [Member]
Total revenue	$ 505,952	$ 80,000
License Revenue [Member]
Total revenue	$ 178,571	$ 178,571

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Equity (Deficiency) (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Total
Beginning balance at Dec. 31, 2019	$ 489	$ 20,174,682	$ (23,888,766)	$ (3,713,595)
Beginning balance, shares at Dec. 31, 2019	4,884,879
Common stock issued to directors and employees	$ 4	303,459		303,463
Common stock issued to directors and employees, shares	40,569
Common stock issued for services		38,000		38,000
Common stock issued for services, shares	5,000
Stock options issued to employees		381,475		381,475
Net loss			(1,444,392)	(1,444,392)
Ending balance at Mar. 31, 2020	$ 493	20,897,616	(25,333,158)	(4,435,049)
Ending balance, shares at Mar. 31, 2020	4,930,448
Beginning balance at Dec. 31, 2020	$ 964	37,978,224	(32,236,082)	5,743,106
Beginning balance, shares at Dec. 31, 2020	9,639,268
Common stock issued to directors and employees	$ 3	97,450		97,453
Common stock issued to directors and employees, shares	30,000
Common stock issued for services	$ 7	221,243		221,250
Common stock issued for services, shares	71,500
Conversion of notes payable and accrued interest	$ 39	1,243,749		1,243,788
Conversion of notes payable and accrued interest, shares	388,684
Proceeds from warrant exercise	$ 4	123,558		123,562
Proceeds from warrant exercise, shares	39,095
Proceeds from unit purchase option exercise	$ 8	246,270		$ 246,278
Proceeds from unit purchase option exercise, shares	77,444
Cashless warrant exercise	$ 9	(9)
Cashless warrant exercise, shares	91,709
Cashless unit purchase option exercise	$ 8	(8)
Cashless unit purchase option exercise, shares	86,529
Stock options issued to directors and employees as compensation		376,523		376,523
Stock options issued to employees
Net loss			(2,453,469)	(2,453,469)
Ending balance at Mar. 31, 2021	$ 1,042	$ 40,287,000	$ (34,689,551)	$ 5,598,491
Ending balance, shares at Mar. 31, 2021	10,424,229

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash flows from operating activities:
Net loss	$ (2,453,469)	$ (1,444,392)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Non-cash stock compensation issued for services	94,611	38,000
Non-cash stock compensation issued to employees	97,453	303,463
Fair value of stock options issued to employees	376,523	381,475
Amortization of discount on notes payable	860,155	39,918
Amortization of leasehold right of use asset	5,675	5,529
Depreciation and amortization	2,979	2,980
Changes in assets and liabilities:
Accounts receivable	(505,952)	3,859
Interest receivable	(160)
Inventory	(2,977)	(60,896)
Prepaid expenses and other current assets	18,694	22,675
Accounts payable and accrued expenses	183,117	(76,791)
Accrued compensation	(259,936)	94,144
Deferred revenue	(178,572)	(178,572)
Leasehold liability	(5,491)	(5,163)
Accrued interest	33,028	10,321
Income taxes payable	(1,062)
Net cash used in operating activities	(1,735,384)	(863,450)
Cash from investing activities:
Payments to acquire property, plant and equipment		(20,528)
Payments to acquire intangible assets
Payment for notes receivable	(280,000)
Net cash used in investing activities	(308,980)	(25,135)
Cash from financing activities:
Proceeds from warrant exercise	123,562
Proceeds from unit purchase option exercise	246,278
Net cash provided by financing activities	369,840
Decrease in cash and cash equivalents	(1,674,524)	(888,585)
Cash and cash equivalents at beginning of period	10,097,760	1,238,585
Cash and cash equivalents at end of period	8,423,236	350,000
Supplemental disclosure of cash flow information:
Cash paid during the period for: Interest	2,043
Cash paid during the period for: Taxes	912
Non cash activities:
Common stock issued upon note payable and accrued interest conversion	1,243,788
Common stock issued for prepaid services	168,850
Cashless exercise of warrants	9
Cashless exercise of unit purchase options	8
Patents [Member]
Cash from investing activities:
Payments to acquire intangible assets	(17,631)
Trademarks [Member]
Cash from investing activities:
Payments to acquire intangible assets	$ (11,349)	$ (4,607)

Description of Business

Description of Business	3 Months Ended
	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	Note 1 – Description of Business INVO Bioscience (“INVO” or the “Company”) is a medical device company focused on the Assisted Reproductive Technology (“ART”) marketplace. The primary focus is the manufacture and sale of the INVOcell device and the INVO technology to provide an alternative infertility treatment for couples. The Company’s patented device, the INVOcell, is the first Intravaginal Culture (“IVC”) system in the world used for the natural in vivo incubation of eggs and sperm during fertilization and early embryo development (the “INVO Procedure”). INVOcell was granted clearance in the United States by the U.S. Food & Drug Administration (“FDA”) in November 2015, received the CE mark in October 2019, and is now positioned to help provide millions of infertile couples across the globe access to a new infertility treatment option. The Company believes this novel device and procedure provides a more natural, safe, effective, efficient and economical fertility treatment compared to current infertility treatments, including in-vitro fertilization (“IVF”) and intrauterine insemination (“IUI”). Unlike conventional infertility treatments such as IVF where the eggs and sperm develop into embryos in a laboratory incubator, the INVOcell utilizes the women’s vaginal cavity as an incubator to support a more natural fertilization and embryo development environment. This novel device promotes in vivo conception and early embryo development. In both current utilization of the INVOcell and in clinical studies, the INVO Procedure has proven to have equivalent pregnancy success and live birth rates as the traditional assisted reproductive technique, IVF. Additionally, the Company believes there are emotional benefits of the mother’s participation in the fertilization and early embryo development by vaginal incubation compared to that of conventional IVF treatment. INVOcell also offers to patients a more personalized way to achieve pregnancy.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated balance sheets as of March 31, 2021 and December 31, 2020, the consolidated statements of operations and stockholders’ equity (deficiency) for the three months ended March 31, 2021 and 2020, and consolidated statement of cash flows for the three months ended March 31, 2021 and 2020 of the Company, and the related information contained in these notes have been prepared by management and are unaudited. In the opinion of management, all adjustments (which include normal recurring and nonrecurring items) necessary to present fairly the Company’s financial position, results of operations and cash flows in conformity with generally accepted accounting principles (“GAAP”) for the periods presented have been made. Interim operating results are not necessarily indicative of operating results for a full year. The accompanying consolidated financial statements present on a consolidated basis the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The preparation of the Company’s unaudited consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Certain information and note disclosures normally included in the Company’s annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 previously filed by the Company with the Securities and Exchange Commission (“SEC”) on March 30, 2021. The Company considers events or transactions that have occurred after the unaudited consolidated balance sheet date of March 31, 2021, but prior to the filing of the unaudited consolidated financial statements with the SEC on this Quarterly Report on Form 10-Q, to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure, as applicable. Subsequent events have been evaluated through the date of the filing of this Quarterly Report on Form 10-Q with the SEC. Cash and Cash Equivalents For financial statement presentation purposes, the Company considers time deposits, certificates of deposit and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. At times, cash and cash equivalents balances exceed amounts insured by the Federal Deposit Insurance Corporation. Inventory Inventories consist of raw materials, work in process and finished goods and are stated at the lower of cost or net realizable value, using the first-in, first-out (FIFO) method as a cost flow method. Property and Equipment The Company records property and equipment at cost. Property and equipment is depreciated using the straight-line method over the estimated economic lives of the assets, which are from 3 to 10 years. The Company capitalizes the expenditures for major renewals and improvements that extend the useful lives of property and equipment. Expenditures for maintenance and repairs are charged to expense as incurred. The Company reviews the carrying value of long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by a comparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value. Stock Based Compensation The Company accounts for stock-based compensation under the provisions of Accounting Standards Codification (“ASC”) subtopic 718-10, Compensation (“ASC 718-10”). This statement requires the Company to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost is recognized over the period in which the employee is required to provide service or based on performance goals in exchange for the award, which is usually the vesting period. Loss Per Share Basic loss per share calculations are computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares outstanding. Diluted earnings per share are computed similar to basic earnings per share except that the denominator is increased to include potentially dilutive securities. The Company’s diluted loss per share is the same as the basic loss per share for the three months ended March 31, 2021 and 2020, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. Three Months Ended March 31, 2021 2020 Loss to common shareholders (Numerator) $ (2,453,469 ) $ (1,444,392 ) Basic and diluted weighted-average number of common shares outstanding (Denominator) 9,888,025 4,917,997 The Company has excluded the following dilutive securities from the calculation of fully diluted shares outstanding because the result would have been anti-dilutive: Three Months Ended March 31, 2021 2020 Effect of dilutive common stock equivalents: Options 1,102,672 - Convertible notes and interest 160,504 - Unit purchase options and warrants 216,193 - Total 1,479,369 - Business Segments The Company operates in one segment and therefore segment information is not presented. Revenue Recognition The Company recognizes revenue on arrangements in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services ASC 606 requires companies to assess their contracts to determine the timing and amount of revenue to recognize under the new revenue standard. The model has a five-step approach: 1. Identify the contract with the customer. 2. Identify the performance obligations in the contract. 3. Determine the total transaction price. 4. Allocate the total transaction price to each performance obligation in the contract. 5. Recognize as revenue when (or as) each performance obligation is satisfied. Revenues for products, including: INVOcell®, INVO TM Retention System, and INVO Microscope Holding Block are typically recognized at the time the product is shipped, at which time the title passes to the customer, and there are no further performance obligations. On November 12, 2018, the Company entered into a U.S. Distribution Agreement (the “Distribution Agreement”) with Ferring International Center S.A. (“Ferring”), pursuant to which it granted Ferring an exclusive license in the United States market only, with rights to sublicense under patents related to our proprietary intravaginal culture device (INVOcell™), together with the retention device and any other applicable accessories (collectively, the “Licensed Product”) to market, promote, distribute and sell the Licensed Product with respect to all therapeutic, prophylactic and diagnostic uses of medical devices or pharmaceutical products involving reproductive technology (including infertility treatment) in humans. The Ferring license was deemed to be a functional license that provide customers with a “right to access” to the Company’s intellectual property during the subscription period and accordingly, under ASC 606-10-55-60 revenue is recognized over a period of time, which is generally the subscription period. The initial upfront payment of $5,000,000 which was received upon the signing of the agreement is being recognized as income over the 7-year term. Long- Lived Assets Long-lived assets and certain identifiable assets related to those assets are periodically reviewed for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recoverable. If the non-discounted future cash flows of the asset are less than their carrying amount, their carrying amounts are reduced to the fair value and an impairment loss recognized. There was no impairment recorded during the three months ended March 31, 2021 and 2020. Investment in Joint Ventures The following table sets forth a list of the Company’s current joint venture arrangements: Subsidiary Name Country Percent (%) Ownership HRCFG INVO, LLC United States 50% Positib Fertility, S.A. de C.V. Mexico 33% SNS MURNI INVO Bioscience Malaysia Sendirian Berhad Malaysia 50% Ginekalix INVO Bioscience LLC Skopje North Macedonia 50% Medesole INVO Bioscience India India 50% Alabama JV Agreement On March 10, 2021, the Company’s wholly owned subsidiary, INVO Centers, LLC (“INVO Centers”), entered into a limited liability company agreement (the “JV LLC Agreement”) with HRCFG, LLC (“HRCFG”) to form a joint venture for the purpose of commercializing INVOcell and the INVO Procedure at a dedicated fertility clinic in Birmingham, Alabama. The name of the joint venture LLC is HRCFG INVO, LLC (the “Alabama JV”). The responsibilities of HRCFG’s principals include providing clinical practice expertise, performing recruitment functions, providing all necessary training, and providing day-to-day management of the clinic. The responsibilities of INVO Centers will be to provide access to and be the exclusive provider to the Alabama JV of the INVOcell and the INVO Procedure. INVO Centers will also perform all required in vitro fertilization, industry specific compliance and accreditation functions, and product documentation for product registration. The Company will also provide certain funding to the Alabama JV. In connection with the formation of the Alabama JV, the Company provided an initial $30,000 in funding, in exchange for a note issued by HRCFG, which will be repaid from the operating profit of the Alabama JV. On March 19, 2021, the Company provided an additional $250,000 to HRCFG pursuant the note. Interest on the note accrues at a rate of 1.5% per annum. In addition, the Company has agreed to issue 25,000 shares of its common stock to HRCFG (i) upon opening the Birmingham clinic for business, and (ii) upon each additional INVOcell clinic opened for business by the Alabama JV. As of March 31, 2021, the Company had expended $64,932 in startup costs related to this joint venture. Mexico JV Agreement Effective September 24, 2020, INVO Centers, LLC entered into a Pre-Incorporation and Shareholders Agreement with Francisco Arredondo, MD PLLC (“Arredondo”) and Security Health LLC, a Texas limited liability company (“Ramirez”, and together with INVO and Arredondo, the “Shareholders”) under which the Shareholders will commercialize the INVO Procedure and offer related medical treatments in Mexico. Each party owns one-third of the Mexican incorporated company, Positib Fertility, S.A. de C.V. (the “Mexico JV”). The Mexico JV will acquire the INVOcell product at cost plus any incurred shipping, customs and related fees. The Mexico JV will operate in Monterrey Nuevo Leon, Mexico and any other cities and places in Mexico as approved by the Mexico JV’s board of directors and Shareholders. In addition, the Shareholders agreed that the Mexico JV will be the Company’s exclusive distributor in Mexico. The Shareholders also agreed not to compete directly or indirectly with the Mexico JV in Mexico. As of March 31, 2021, the Company had expended $51,670 in startup costs related to this joint venture. Malaysia JV Agreement On November 23, 2020, the Company entered into a joint venture agreement with SNS Murni SDN BHD (“SNS Murni”), a company incorporated in Malaysia, to establish an exclusive joint venture in Malaysia to (i) introduce, promote and market its technologies related to the INVOcell and INVO Procedure in dedicated government-owned fertility clinics in Malaysia, and (ii) establish INVO Clinics in Malaysia. The joint venture is co-managed and owned 50% by each of INVO Bioscience and SNS Murni. As of March 31, 2021, the Company has expended $7,885 in startup costs related to this joint venture. North Macedonia JV Agreement On November 23, 2020, the Company entered into a joint venture agreement with Ginekaliks Dooel (“Ginekaliks”), a limited liability company incorporated in the Republic of North Macedonia, to establish an exclusive joint venture to (i) commercialize, introduce, promote and market technologies related to the INVOcell and INVO Procedure in North Macedonia, (ii) establish a private healthcare institution to offer the INVO Procedure. The joint venture will be co-managed and owned 50% by each of INVO Bioscience and Ginekaliks. As of March 31, 2021, the Company had expended $2,597 in startup costs related to this joint venture. India JV Agreement On January 13, 2020, the Company entered into a joint venture agreement (the “Agreement”) with Medesole Healthcare and Trading Private Limited, India (“Medesole”), an Indian corporation that promotes and distributes healthcare technologies, medical equipment and allied services to hospitals, clinics and primary health care centers in India and the Middle East. Pursuant to the Agreement, the Company and Medesole have formed a joint venture entity incorporated and registered in India, which will operate under the name Medesole INVO Bioscience India Private Limited (the “India JV”). After formation, the Company will grant to the India JV all required licenses for promoting, marketing and selling the Company’s INVOcell® technology in India. The Company and Medesole intend that the India JV will open and operate dedicated INVOcell® clinics only in India. The India JV will be co-managed and owned 50% by each of INVO and Medesole, who will share equally in the expenditures, revenues and profits of the India JV. The Agreement has a term of three years and may be terminated by either party on 180 days’ prior written notice. Variable Interest Entities The Company’s consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and variable interest entities (“VIE’), where the Company is the primary beneficiary under the provisions of the ASC 810, Consolidation (“ASC 810”). Management makes judgments regarding the Company’s level of influence or control over an entity and whether or not the Company is the primary beneficiary of a VIE. Various factors are considered in this analysis, including but not limited to the Company’s ability to direct the activities that most significantly impact the entity’s governing body, the size and seniority of the Company’s investment, the Company’s ability and the rights of other investors to participate in policy making decisions, the Company’s ability to replace the manager and/or liquidate the entity, and the Company’s obligation to absorb losses and right to receive benefits that are significant. Management’s ability to correctly assess its influence or control over an entity when determining the primary beneficiary of a VIE affects the presentation of these entities in the Company’s consolidated financial statements. If it is determined that the Company is the primary beneficiary of a VIE, the Company’s financial statements would consolidate the VIE. The Company performs a qualitative assessment of its joint ventures on an ongoing basis to determine if it continues to be a primary beneficiary. The Company concluded it has a variable interest in the Alabama JV and the Mexico JV (the “JVs”) on the basis of its capital contributions to the JVs and the terms and conditions contained in the agreements that control the JVs. First, the Company determined that the JVs are VIEs, since the JVs’ equity at risk, as defined by GAAP, is considered to be insufficient to finance JV activities without additional support. Second, the Company determined that it has a controlling financial interest in, and thus is a primary beneficiary of the JVs. Such control stems from the Company’s power to direct activities that most significantly impact the JVs operations, and the Company’s obligation to absorb losses and its right to receive benefits from the JVs that would be significant to the JVs. Such power stems from the Company’s ability, among other things, to control the sale or transfer of the JVs capital units and/or common stock. As a result of its analysis, the Company concluded that it is a primary beneficiary of the JVs and therefore consolidates the balance sheets, results of operations and cash flows of the JVs into its own. As of March 31, 2021, there was no financial activity in the JV’s and therefore no impact on the Company’s financial statements. Recently Adopted Accounting Pronouncements None.

Inventory

Inventory	3 Months Ended
	Mar. 31, 2021
Inventory Disclosure [Abstract]
Inventory	Note 3 – Inventory Components of inventory are: March 31, 2021 December 31, 2020 Raw materials $ 67,936 $ 72,022 Work in process 5,005 29,645 Finished goods 195,408 163,705 Total inventory $ 268,349 $ 265,372

Property and Equipment

Property and Equipment	3 Months Ended
	Mar. 31, 2021
Property, Plant and Equipment [Abstract]
Property and Equipment	Note 4 – Property and Equipment The estimated useful lives and accumulated depreciation for furniture, equipment and software are as follows as of March 31, 2021 and December 31, 2020: Estimated Useful Life Manufacturing equipment 6 to 10 years Medical equipment 10 years Office equipment 3 to 7 years March 31, 2021 December 31, 2020 Manufacturing equipment $ 132,513 $ 132,513 Medical equipment 49,261 49,261 Office equipment 2,689 2,689 Less: accumulated depreciation (54,784 ) (52,257 ) Total equipment, net $ 129,679 $ 132,206 During the three months ended March 31, 2021 and 2020, the Company recorded depreciation expense of $2,527 and $2,528, respectively.

Patents and Trademarks

Patents and Trademarks	3 Months Ended
	Mar. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Patents and Trademarks	Note 5 – Patents and Trademarks The Company capitalizes the initial expense related to establishing patents by country and then amortizes the expense over the life of the patent, typically 20 years. It then expenses annual filing fees to maintain the patents. The Company regularly reviews the value of its patents in the marketplace in proportion to the expense it must spend to maintain the patent. The Company has recorded the following patent costs: March 31, 2021 December 31, 2020 Patents $ 95,353 $ 77,722 Accumulated amortization (72,747 ) (72,295 ) Total patent costs, net $ 22,606 $ 5,427 During the three months ended March 31, 2021 and 2020, the Company recorded $452 and $452, respectively, of amortization expenses related to patents. The increase in the trademark assets of $11,349 was the result of additional legal fees. The trademarks have an indefinite life and therefore are not amortized. Trademarks are periodically reviewed for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recoverable. The trademark assets were created in 2019, and no material adverse changes have occurred since their creation.

Notes Receivable

Notes Receivable	3 Months Ended
	Mar. 31, 2021
Debt Disclosure [Abstract]
Notes Receivable	Note 6 – Notes Receivable On March 10, 2021, the Company entered into a promissory note with HRCFG, LLC, an unrelated party. The note was entered into in conjunction with the Alabama JV with HRCFG, LLC, accrues interest at 1.5% per annum and repayment of principal and interest shall be paid from 30% of HRCFG INVO LLC’s operating profit. The balance as of March 31, 2021 consists of $280,000 principle and $160 of accrued interest. The following table lists the Company’s notes receivable: March 31, 2021 December 31, 2020 Notes receivable – HRCFG, LLC $ 280,160 $ - Total notes receivable $ 280,160 $ -

Leases

Leases	3 Months Ended
	Mar. 31, 2021
Lessee Disclosure [Abstract]
Leases	Note 7 – Leases The Company has an operating lease for its office, which has a remaining term of 5 years with an option to renew for three additional years. The lease does not have an early termination clause. The Company’s operating lease agreement does not contain any material restrictive covenants. Per FASB’s ASU 2016-02, Leases Topic 842 (“ASU 2016-02", effective January 1, 2019, the Company is required to report a right-of-use asset and corresponding liability to report the present value of the total least payments, with appropriate interest calculation. Per the terms of ASU 201-02, the Company can use its implicit interest rate, if known, or applicable federal rate otherwise. Since the Company’s implicit interest rate was not readily determinable, the Company utilized the applicable federal rate, which was 3.0% as of April 2019. As of March 31, 2021, the Company’s lease components included in the consolidated balance sheet were as follows: Lease component Balance sheet classification March 31, 2021 Assets ROU assets - operating lease Other assets $ 73,644 Total ROU assets $ 73,644 Liabilities Current operating lease liability Current liabilities $ 23,061 Long-term operating lease liability Other liabilities 52,789 Total lease liabilities $ 75,850 Future minimum lease payments under non-cancellable leases were as follows: March 31, 2021 2021 $ 18,751 2022 25,585 2023 26,352 2024 8,870 2025 and beyond - Total future minimum lease payments $ 79,558 Less: Interest (3,708 ) Total operating lease liabilities $ 75,850 Current operating lease liability $ 23,061 Long-term operating lease liability 52,789 Total operating lease liabilities $ 75,850

Convertible Notes and Notes Pay

Convertible Notes and Notes Payable	3 Months Ended
	Mar. 31, 2021
Debt Disclosure [Abstract]
Convertible Notes and Notes Payable	Note 8 – Convertible Notes and Notes Payable 2020 Convertible Notes Payable From May 15, 2020 through July 1, 2020, the Company entered into definitive securities purchase agreements (“Purchase Agreements”) with accredited investors for their purchase of (i) secured convertible notes issued by us in the aggregate original principal amount of $3,494,840 (the “Notes”), and (ii) Unit Purchase Options (“Purchase Options”) to purchase 303,623 units (each, a “Unit”), at an exercise price of $3.20 per Unit (subject to adjustments), with each Unit exercisable for (A) one share of the Company’s common stock and (B) a 5-year warrant (the “Warrants”) to purchase one share of our common stock at an exercise price of $3.20 (subject to adjustments) (the “Private Placement”). Each purchaser of a Note was issued a 5-year Purchase Option to purchase 0.086875 Units (as adjusted for subsequent reverse splits for each dollar of Notes purchased. The Company received gross proceeds of approximately $3.5 million (of which $3,351,200 was received in cash and $143,640 resulted from cancellation of indebtedness). Tribal Capital Markets, LLC acted as placement agent (the “Placement Agent”) in the Private Placement. The Company paid the Placement Agent and certain selling agents a cash fee of 8% on a portion of the proceeds for an aggregate amount of $236,000. The Company also agreed to issue the Placement Agent and the selling agent 5-year warrants to purchase 6,750 shares of our common stock at an exercise price of $3.20 per share. These warrants have the same terms and conditions as the Warrants issued in the Private Placement, except for the different exercise price. The Company received approximately $2,998,905 in net proceeds from the Private Placement, after deducting fees payable to the Placement Agent, selling agent, and investor counsel. The Company used approximately $413,456, in proceeds to repay outstanding 9% promissory notes and the Company intends to use the remaining proceeds for working capital and general corporate purposes. Pursuant to that certain Form of Secured Convertible Note entered into in connection with the Purchase Agreement, interest on such Notes accrues at a rate of ten percent (10%) per annum and is payable either in cash or in shares of the Company’s common stock at a conversion price of $3.20 (following and subject to adjustment for stock splits, combinations or similar events and anti-dilution provisions, among other adjustments) on each of the six- and twelve-month anniversary of the issuance date and on the maturity dates of November 15, 2021, December 22, 2021 and December 30, 2021. All amounts of principal and interest due under the Notes are convertible at any time after the issuance date, in whole or in part (subject to rounding for fractional shares), at the option of the holders, into the Company’s common stock at a fixed conversion price of $3.20, which is subject to adjustment as described above. Upon any issuance by the Company of any of its equity securities, including common stock, for cash consideration, indebtedness or a combination thereof after the date hereof (a “Subsequent Equity Financing”), each holder of a Note will have the option to convert the outstanding principal and accrued but unpaid interest of its Note into the number of fully paid and non-assessable shares of common stock issued in the Subsequent Equity Financing (“Conversion Securities”) equal to the product of unpaid principal, together with the balance of unpaid and accrued interest and other amounts payable hereunder multiplied by 1.1, divided by the price per share paid by the investors for the Conversion Securities. A Note may not be converted, and shares of common stock may not be issued under the Notes if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.99% of the Company’s outstanding ordinary shares. The Company may prepay the Notes at any time in whole or in part by paying an amount equal to 100% of the principal amount to be redeemed, together with accrued and unpaid interest plus a prepayment fee equal to one percent (1%) of the principal amount to be repaid. The Notes contain customary events of default including but not limited to: (i) failure to make payments when due; and (ii) bankruptcy or insolvency of the Company. If an event of default occurs, each holder may require the Company to redeem all or any portion of the Notes (including all accrued and unpaid interest thereon), in cash. Pursuant to the terms of a Security Agreement entered into between the Company and the noteholders under the Purchase Agreements, the Notes are secured by the proceeds from the $3,000,000 milestone payment pursuant to Section 7.2(b) of the Distribution Agreement dated November 12, 2018 between the Company and Ferring to the extent such proceeds are actually received by the Company from Ferring. Of the $3,494,840 in net proceeds received in the offering, $1,048,904 million was allocated to the unit purchase options issued to investors based on their relative fair value and $2,062,586 of beneficial conversion feature based on their relative fair value. This amount represented a discount on the debt and additional paid-in-capital at the date of issuance. In November 2020, noteholders holding notes with a principal value of $1,319,840 elected to convert in connection with the public underwritten offering. In November and December 2020, the Company redeemed an additional $475,000 in principal note value. In March 2021, an additional $1,200,000 converted into equity. As of March 31, 2021, there is $500,000 in principal note value that remains outstanding. Principal balances of the 2020 Convertible Notes were as follows: March 31, 2021 December 31, 2020 2020 Convertible Notes 500,000 1,700,000 Accrued interest 13,613 24,373 Less beneficial conversion feature discount (143,777 ) (604,897 ) Less options discount (62,712 ) (224,051 ) Less warrants discount (66,374 ) (229,954 ) Less issuance cost (55,292 ) (129,408 ) Total, net of discount $ 185,458 $ 536,063 Interest expense on the 2020 Convertible Notes was $35,070 and $0 for the three months ended March 31, 2021 and 2020, respectively. Amortization of options discount on the 2020 Convertible Notes was $161,339 and $0 for the three months ended March 31, 2021 and 2020, respectively. Amortization of warrant discount on the 2020 Convertible Notes was $163,580 and $0 for the three months ended March 31, 2021 and 2020, respectively. Amortization of beneficial conversion feature on the 2020 Convertible Notes was $461,120 and $0 for the three months ended March 31, 2021 and 2020, respectively. Amortization of issuance costs on the 2020 Convertible Notes was $74,116 and $0 for the three months ended March 31, 2021 and 2020, respectively. Paycheck Protection Program On July 1, 2020, the Company received a loan in the principal amount of $157,620 pursuant to the U.S. Small Business Administration’s Paycheck Protection Program. The loan will mature 18 months from the date of funding is payable over 18 equal monthly installments, and bears interest at a rate of 1% per annum. Up to 100% of the principal balance of the loan is forgivable based upon satisfaction of certain criteria under the Paycheck Protection Program. The Company has applied for full forgiveness of the loan.

Other Related Party Transaction

Other Related Party Transactions	3 Months Ended
	Mar. 31, 2021
Related Party Transactions [Abstract]
Other Related Party Transactions	Note 9 –Other Related Party Transactions In November 2020, Paulson Investment Company served as a co-managing underwriter for the Company’s underwritten public offering and received fee and commissions for such role in the amount of $271,440. Trent Davis, one of our directors is President of Paulson Investment Company. Mr. Davis did not receive any compensation related to the fees and commissions received by Paulson.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
Stockholders'’ Equity	Note 10 – Stockholders’ Equity Reverse Stock Splits On December 16, 2019, the Company’s stockholders approved a reverse stock split at a ratio of between 1-for 5 and 1-for-25, with discretion for the exact ratio to be approved by the Company’s board of directors. On February 19, 2020, the Company’s board of directors approved a reverse stock split of the Company’s common stock at a ratio of 1-for-20. On May 21, 2020, the Company filed a certificate of change (with an effective date of May 26, 2020) with the Nevada Secretary of State pursuant to Nevada Revised Statutes 78.209 to effectuate a 1-for-20 reverse stock split of its outstanding common stock. The reverse split took effect at the open of business on May 26, 2020. On October 22, 2020, the Company’s board of directors approved a reverse stock split of the Company’s common stock at a ratio of 5-for-8 and also approved a proportionate decrease in the Company’s authorized common stock to 125,000,000 shares from 200,000,000. On November 5, 2020, the Company filed a certificate of change (with an effective date of November 9, 2020) with the Nevada Secretary of State pursuant to Nevada Revised Statutes 78.209 to effectuate a 5-for-8 reverse stock split of its outstanding common stock. As a result of the reverse stock split, 133 shares were issued in lieu of fractional shares. On November 6, 2020, the Company received notice from FINRA/OTC Corporate Actions that the reverse split would take effect at the open of business on November 9, 2020 and the reverse stock split took effect on that date. The consolidated financial statements presented reflect the reverse splits. Public offering On November 12, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Roth Capital Partners, LLC, as representative of the several underwriters (the “Underwriters”), in connection with the Company’s public offering (the “Offering”) of 3,625,000 shares of common stock, at a public offering price of $3.20 per share. The initial closing of the Offering for 3,625,000 shares of common stock took place on November 17, 2020. On November 18, 2020, the Underwriters exercised their option pursuant to the Underwriting Agreement to purchase an additional 528,750 shares of common stock (the “Option Shares”). The closing for the Option Shares took place on November 20, 2020 for which the Company received approximately $1.5 million in net proceeds after deducting underwriting discounts and commissions. With the exercise of the option to purchase the Option Shares, the total amount of shares of common stock sold in the Offering was 4,153,750 shares with aggregate net proceeds received by the Company of approximately $11.8 million after deducting underwriting discounts and commissions and offering expenses. During the year ended December 31, 2020 the Company incurred approximately $1.8 million of offering costs related to issuance of common stock. Three months Ended March 31, 2021 In January 2021, the Company issued 30,000 shares of common stock to employees under its 2019 Stock Incentive Plan with a fair value of $97,453. During the first three month of 2021, the Company issued 71,500 shares of common stock to consultants under its 2019 Stock Incentive Plan with a fair value of $221,250. In March 2021, the Company issued 388,684 shares of common stock with fair value of $1,243,788 as a result of the conversion of notes payables and accrued interest. No gain or loss was recorded on conversion, as the issuance of common stock was pursuant to the terms of a prior agreement. In March 2021, the Company issued 77,444 shares of common stock for proceeds of $246,278 as a result of the exercise of unit purchase options. In March 2021, the Company issued 39,095 shares of common stock for proceeds of $123,562 as a result of the exercise of warrants. In March 2021, the Company issued 91,709 shares of common stock as a result of a cashless exercise of warrants. In March 2021, the Company issued 86,529 shares of common stock as a result of a cashless exercise of unit purchase options.

Equity-Based Compensation

Equity-Based Compensation	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
Equity-Based Compensation	Note 11 – Equity-Based Compensation Equity Incentive Plans In October 2019, the Company adopted its 2019 Stock Incentive Plan (the “2019 Plan”). Under the 2019 Plan, the Company’s Board of Directors is authorized to grant both incentive and non-statutory stock options to purchase common stock and restricted stock awards to its employees, directors, and consultants. The 2019 Plan initially provided for the issuance of 500,000 shares. A provision in the 2019 Plan provides for an automatic annual increase equal to 6% of the total number of shares of Company common stock outstanding on December 31 of the preceding calendar year. In January 2020, the number of available shares was increased to 793,093. In January 2021, the number of available shares issuable increased by an additional 578,356 shares to a total of 1,371,449 shares. Options generally have a life of 3 to 10 years and exercise prices equal to or greater than the fair market value of the common stock as determined by the Company’s Board of Directors. Vesting for employees typically occurs over a three-year period or based on performance objectives. The following table sets forth the activity of the options to purchase common stock under the 2019 Plan. The prices represent the closing price of our common stock on the Nasdaq Capital Market on the respective dates. Options Outstanding Options Exercisable Number of Shares Price per Share Range Weighted Average Exercise Price Aggregate Intrinsic Value (1) Number of Shares Weighted Average Exercise Price Aggregate Intrinsic Value (1) Balance at December 31, 2020 594,114 $ 3.19-9.25 $ 7.28 $ - 265,386 $ 5.64 $ - Forfeited - $ - $ - - - - - Vested - - - - 97,615 3.86 - Exercised - $ - $ - - - - - Granted 508,558 $ 2.28-2.55 $ 2.33 - - - - Balance at March 31, 2021 1,102,672 $ 2.28-9.25 $ 4.33 $ - 374,256 $ 3.57 $ - (1) The intrinsic value of an option represents the amount by which the market value of the stock exceeds the exercise price of the option of in-the-money options only. The fair value of each option granted is estimated as of the grant date using the Black-Scholes option pricing model with the following assumptions: Three months ended March 31, 2021 2020 Risk-free interest rate range 0.22 to 0.31 % 0.48 to 1.65 % Expected life of option-years 5.5 to 6.5 5.20 to 5.77 Expected stock price volatility 107.4 % 110.8 to 128. % Expected dividend yield - % - % The risk-free interest rate is based on U.S. Treasury interest rates, the terms of which are consistent with the expected life of the stock options. Expected volatility is based upon the average historical volatility of the Company’s common stock over the period commensurate with the expected term of the related instrument. The expected life and estimated post-employment termination behavior is based upon historical experience of homogeneous groups, executives and non-executives, within the Company. The Company does not currently pay dividends on its common stock nor does it expect to do so in the foreseeable future. Total Intrinsic Value of Options Exercised Total Fair Value of Options Vested Year ended December 31, 2020 $ - $ 1,495,744 Three months ended March 31, 2021 $ - $ 376,523 For the three months ended March 31, 2021, the weighted average grant date fair value of options granted was $2.33 per share. The Company estimates the fair value of options at the grant date using the Black-Scholes model. For all stock options granted through March 31, 2021, the weighted average remaining service period is 4.5 years. The Company recognized $376,524 and $ 381,475 Restricted Stock and Restricted Stock Units In the three months ended March 31, 2021, the Company issued 30,000 shares of restricted stock, to certain employees. Restricted stock and restricted stock units issued to employees and directors generally vest either at grant or vest over a period of one year from grant. The following table summarizes the Company’s aggregate restricted stock awards and restricted stock unit activity during the three months ended March 31, 2021: Number of Unvested Shares Weighted Average Grant Date Fair Value Aggregate Value of Unvested Shares Balance at December 31, 2020 16,698 $ 4.67 $ 77,927 Granted 71,757 $ 3.04 $ 218,228 Vested (24,445 ) $ 3.66 $ (89,473 ) Forfeitures - $ - $ - Balance at March 31, 2021 64,010 $ 3.23 $ 206,682 The Company recognized $89,473 and $265,963 in stock-based compensation expense for restricted stock and restricted stock units for the three months ended March 31, 2021 and March 31, 2020 respectively. Stock-based compensation expense is recorded in selling, general and administrative expenses on the consolidated statement of operations

Stock Options and Warrants

Stock Options and Warrants	3 Months Ended
	Mar. 31, 2021
Stockholders' Equity Note [Abstract]
Stock Options and Warrants	Note 12 – Stock Options and Warrants In connection with the issuance of the 2020 Convertible Notes, the Company also issued options to purchase 303,623 units at an exercise price of $3.20 per unit, with each unit consisting of one share of common stock, and a warrant to purchase one share of common stock at an exercise price of $3.20 per share. The units and warrants are exercisable for a period of five years from the date of issuance and are subject to a downward provision if the Company issues securities at a lower price. Warrant holders have a right to require the Company to pay cash in the event of a fundamental transaction. In accordance with ASC 815, the warrants and options issued in this period were determined to require equity treatment and $247,821 related to the options and $125,104 related to warrants was recorded in stockholders’ equity in the three months ended March 31, 2021. In connection with the issuance of the 2020 Convertible Notes, the Company agreed to issue the placement agent and the selling agent five-year warrants to purchase 6,750 shares of the Company’s common stock at an exercise price of $3.20. A Monte Carlo model was used because the investor warrants and options contain fundamental transaction payouts and reset events that cannot be modeled with a Black Scholes model. The fair value of the options and warrants issued to the convertible debt holders is estimated as of the issue date using a Monte Carlo model with the following assumptions: Risk-free interest rate range 0.33% - 0.39 % Stock Price $ 3.00 - $3.95 Expected life of warrants and option (years) 5.00 Expected stock price volatility 108.2% - 112.5 % Expected dividend yield 0 % The risk-free interest rate is based on U.S. Treasury interest rates, the terms of which are consistent with the expected life of the stock options and warrants. Expected volatility is based upon the historical volatility of the Company’s common stock over the period commensurate with the expected term of the related instrument. The options and warrants are valued assuming projected reset events adjusting the exercise price and a forced exercise upon a projected fundamental transaction by management. The options and warrants early exercise are modeled assuming registration after 180 days. The Company does not currently pay dividends on its common stock nor does it expect to in the foreseeable future.

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Income Taxes	Note 13 – Income Taxes The Company uses the asset and liability method to account for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. If a carryforward exists, the Company decides as to whether the carryforward will be utilized in the future. Currently, a valuation allowance is established for all deferred tax assets and carryforwards as their recoverability is deemed to be uncertain. If the Company’s expectations for future operating results at the federal or at the state jurisdiction level vary from actual results due to changes in healthcare regulations, general economic conditions, or other factors, it may need to adjust the valuation allowance, for all or a portion of the Company’s deferred tax assets. The Company’s income tax expense in future periods will be reduced or increased to the extent of offsetting decreases or increases, respectively, in the Company’s valuation allowance in the period when the change in circumstances occurs. These changes could have a significant impact on the Company’s future earnings. Income tax expense was $0 and $0 for the three months ended March 31, 2021 and 2020. The annual forecasted effective income tax rate for 2021 is 0% with a year-to-date effective income tax rate for the three months ended March 31, 2021 respectively of 0%.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 14 – Commitments and Contingencies INVO Bioscience, Inc. v. James Bowdring On August 7, 2019, the Company sent James Bowdring, the brother of the Company’s then Chief Financial Officer, a check in the amount of $65,197 as full and final payment under those certain promissory notes dated April 8, 2011 and November 9, 2011. On August 8, 2019, Mr. Bowdring’s legal counsel returned the check. The basis for returning the check was a claim that the interest due under the Notes called for compounded interest and not per annum interest, this amount is recorded in Accounts Payable and Accrued Liabilities on the Consolidated Balance Sheet. In addition, the letter rejecting the tender of the payment in full check alleged Mr. Bowdring was considering a future intention to convert his Promissory Notes into shares of the Company’s common stock. Mr. Bowdring, through his counsel, indicated that such future intention to convert the Notes to common stock were contingent upon Mr. Bowdring addressing certain personal issues which were not disclosed by his counsel in the correspondence returning the checks. The Company does not believe that Mr. Bowdring has the right to seek conversion of the Notes once payment for the Notes has been tendered. In order to resolve the issue of the Company’s tender of payment in full versus Mr. Bowdring’s assertion that he can reject tender and seek conversion, the Company has filed an action in the Suffolk Superior Court in Boston on September 3, 2019 seeking Declaratory Judgment and Judgment for Breach of Contract. On September 30, 2019, Mr. Bowdring filed an answer and counterclaim under which he alleged breach of contract, fraud, promissory estoppel, unfair and deceptive practices and constructive trust. Mr. Bowdring is seeking receipt of all shares due under the adjusted conversion price. The 10% Senior Secured Convertible Promissory Notes were issued on April 8, 2011 and November 9, 2011, with maturity dates thirty days subsequent to the dates of issuance. Interest was calculated at 10% per annum, compounded based on a 360-day year. Investors had the option to convert any unpaid principal and accrued interest into shares of Company’s common stock original conversion prices of $0.96 and $0.32, respectively, subject to adjustments upon the Company’s issuances of stock at prices less than the original conversion prices during the 24-months after issuance of each note (i.e., currently $0.2100). The Company does not currently expect the above matter to have a material adverse effect upon either the Company’s results of operations, financial position, or cash flows.

Contracts With Customers

Contracts With Customers	3 Months Ended
	Mar. 31, 2021
Revenue from Contract with Customer [Abstract]
Contracts With Customers	Note 15 – Contracts with Customers The Company adopted ASC 606, Revenue from Contracts with Customers . The Company routinely enters into agreements with customers that include general commercial terms and conditions, notification requirements for price increases, shipping terms and in most cases prices for the products that it offers. However, these agreements do not obligate the Company to provide goods to the customer and there is no consideration promised to us at the onset of these arrangements. For customers without separate agreements, the Company has a standard list price established by geography and by currency for all products and our invoices contain standard terms and conditions that are applicable to those customers where a separate agreement is not controlling. The Company’s performance obligations are established when a customer submits a purchase order or notification (in writing, electronically or verbally) for goods, and it accept the order. The Company identifies performance obligations as the delivery of the requested product(s) in appropriate quantities and to the location specified in the customer’s e-mail/or purchase order. The Company generally recognizes revenue upon the satisfaction of these criteria when control of the product has been transferred to the customer at which time it has an unconditional right to receive payment. The Company’s prices are fixed and are not affected by contingent events that could impact the transaction price. The Company does not offer price concessions and does not accept payment that is less than the price stated when it accepted the purchase order, except in rare credit related circumstances. The Company does not have any material performance obligations where it is acting as an agent for another entity. Revenues for products, including: INVOcell®, INVO TM Retention System, and INVO Microscope Holding Block are typically recognized at the time the product is shipped, at which time the title passes to the customer and there are no further performance obligations. Revenues from consignment are recognized when the medical device is shipped from the consignor to the customer. In January 2019, the Company announced a U.S. license and distribution agreement with Ferring. The agreement calls for the issuance of an initial upfront payment of $5,000,000 which the Company received upon the signing of the agreement, ongoing product revenue, and then subsequent licensing fee payment of $3,000,000 that will provide the Company with a source of non-dilutive financing to execute its plan. Under the terms of the agreement the Company can pursue developing international markets and as well as partnering and opening INVO-only reproductive centers within the U.S. market. The initial upfront payment of $5,000,000 which the Company received upon the signing of the agreement is being recognized as income over the 7-year term. Under the terms of the Distribution Agreement, Ferring completed its obligation to make an initial payment to the Company of $5,000,000 upon completion of the required closing conditions, including executed agreements from all current manufacturers of the Licensed Product that upon a material supply default by the Company, Ferring can assume a direct purchase relationship with such manufacturers. Ferring is obligated to make a second payment to the Company of $3,000,000 provided that the Company is successful in obtaining a five (5) day label enhancement from the FDA for the current incubation period for the Licensed Product at least three (3) years prior to the expiration of the term of the license for the Licensed Product and provided further that Ferring has not previously exercised its right to terminate the Distribution Agreement for convenience. In addition, the Company entered into a separate Distribution Agreement. The Distribution Agreement has an initial term expiring on December 31, 2025 and at the end of the initial term it may be terminated by the Company if Ferring fails to generate specified minimum revenues to the Company from the sale of the Licensed Product during the final two years of the initial term. On March 2, 2021, the Company entered into Amendment No. 1 to the Distribution Agreement (the “Amendment”) with Ferring. Pursuant to the Amendment, Ferring agreed to purchase a 2,004 count of product for $501,000 in March 2021, at which point the minimum annual target for 2020 set forth in Section 2.4 of the Distribution Agreement was deemed to be satisfied in full as a result of such purchase. The Amendment provides for added flexibility by increasing the number of INVO company-owned clinics initially allowable under the agreement and removing certain geographical requirements. The Ferring license was deemed to be a functional license that provide customers with a “right to access” to the Company’s intellectual property during the subscription period and, accordingly, revenue is recognized over a period of time, which is generally the subscription period. During the three months ended March 31, 2021, the Company recognized $178,571 related to the Ferring license agreement. As of March 31, 2021, and March 31, 2020, the Company had deferred revenues of $3,392,857and $4,107,143, respectively. International Distribution Agreements The Company has entered into exclusive distribution agreements for a number of international markets. These agreements usually have an initial term with renewal options and require the distributors to meet minimum annual purchases, which vary depending on the market. The Company is also required to register the product in each market before the distributor can begin importing, a process and timeline that can vary widely depending on the market. INVOcell Registration Market Distribution Partner Date Initial Term Status in Country Canada Invaron Pharmaceuticals Inc. July 2020 1-Year Completed Mexico Proveedora de Equipos y Productos S.A.** Sept 2020 5-year Completed Malaysia iDS Medical Systems Nov 2020 3-year Completed Turkey Orcan Medical Oct 2019 1-year Completed Jordan Biovate Sept 2019 1-year Completed Pakistan Galaxy Pharma Dec 2020 1-year In process Thailand IVF Envimed Co., Ltd. April 2021 1-year In process Sudan Quality Medicines, Cosmetics & Medical Equipment Import Sept 2020 1-year In process Ethiopia Quality Medicines, Cosmetics & Medical Equipment Import Sept 2021 1-year In process Uganda Quality Medicines, Cosmetics & Medical Equipment Import Sept 2022 1-year In process Nigeria G-Sytems Limited Sept 2023 1-year In process Togolese Republic INVOSOLUX TOGO Nov 2019 1-year In process Iran Tasnim Behboud Dec 2020 1-year In process ** Also the JV Partner for Mexico Contract Balances The Company incurs agreement obligations on general customer purchase orders and e-mails that have been accepted but unfulfilled. Due to the short duration of time between order acceptance and delivery of the related product, the Company has determined that the balance related to these obligations is generally immaterial at any point in time. The Company monitors the value of orders accepted but unfulfilled at the close of each reporting period to determine if disclosure is appropriate. Warranty The Company’s general product warranties do not extend beyond an assurance that the product delivered will be consistent with stated specifications and do not include separate performance obligations. Significant Judgments in the Application of the Guidance in ASC 606 There are no significant judgments associated with the satisfaction of our performance obligations. The Company generally satisfies performance obligations upon delivery of the product to the customer. This is consistent with the time in which the customer obtains control of the products. Therefore, the value of unsatisfied performance obligations at the end of any reporting period is generally immaterial. The Company considers variable consideration in establishing the transaction price. Forms of variable consideration applicable to our arrangements include sales returns, rebates, volume-based bonuses, and prompt pay discounts. The Company uses historical information along with an analysis of the expected value to properly calculate and to consider the need to constrain estimates of variable consideration. Such amounts are included as a reduction to revenue from the sale of products in the periods in which the related revenue is recognized and adjusted in future periods as necessary. Commissions and Contract Costs The Company does not use or offer sales commissions of any type at this time. The Company generally does not incur incremental charges associated with securing agreements with customers which would require capitalization and recovery over the life of the agreement. Shipping and Handling Charges Fees charged to customers for shipping and handling of products are included as an offset to the costs for shipping and handling of products included as a component of cost of products.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 16 – Subsequent Events On April 9, 2021, the Company entered into a partnership agreement (“Partnership Agreement”) with Lyfe Medical Center I, LLC (“Medical Center”) under which Medical Center will establish a clinic in Santa Cruz, California (the “Cruz Clinic”) to offer the INVO Procedure to its patients and where we will provide embryology laboratory services in connection with the INVO Procedure and other fertility treatments (the “Lab Services”) to patients at the Cruz Clinic. Under the terms of the Partnership Agreement, the Company will receive 40% of the net income received by the Cruz Clinic for the performance of the Lab Services under the Partnership Agreement. On April 21, 2021, the Board appointed Rebecca Messina as a director to fill the vacancy created by the expansion of the Board to seven members in November 2020. Ms. Messina will serve as a director until her successor is duly elected and qualified. After Ms. Messina’s appointment, the Board currently has seven members. In May 2021, the Company issued 24,806 shares of common stock to employees and consultants under its 2019 Stock Incentive Plan.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying consolidated balance sheets as of March 31, 2021 and December 31, 2020, the consolidated statements of operations and stockholders’ equity (deficiency) for the three months ended March 31, 2021 and 2020, and consolidated statement of cash flows for the three months ended March 31, 2021 and 2020 of the Company, and the related information contained in these notes have been prepared by management and are unaudited. In the opinion of management, all adjustments (which include normal recurring and nonrecurring items) necessary to present fairly the Company’s financial position, results of operations and cash flows in conformity with generally accepted accounting principles (“GAAP”) for the periods presented have been made. Interim operating results are not necessarily indicative of operating results for a full year. The accompanying consolidated financial statements present on a consolidated basis the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The preparation of the Company’s unaudited consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Certain information and note disclosures normally included in the Company’s annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 previously filed by the Company with the Securities and Exchange Commission (“SEC”) on March 30, 2021. The Company considers events or transactions that have occurred after the unaudited consolidated balance sheet date of March 31, 2021, but prior to the filing of the unaudited consolidated financial statements with the SEC on this Quarterly Report on Form 10-Q, to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure, as applicable. Subsequent events have been evaluated through the date of the filing of this Quarterly Report on Form 10-Q with the SEC.
Cash and Cash Equivalents	Cash and Cash Equivalents For financial statement presentation purposes, the Company considers time deposits, certificates of deposit and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. At times, cash and cash equivalents balances exceed amounts insured by the Federal Deposit Insurance Corporation.
Inventory	Inventory Inventories consist of raw materials, work in process and finished goods and are stated at the lower of cost or net realizable value, using the first-in, first-out (FIFO) method as a cost flow method.
Property and Equipment	Property and Equipment The Company records property and equipment at cost. Property and equipment is depreciated using the straight-line method over the estimated economic lives of the assets, which are from 3 to 10 years. The Company capitalizes the expenditures for major renewals and improvements that extend the useful lives of property and equipment. Expenditures for maintenance and repairs are charged to expense as incurred. The Company reviews the carrying value of long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by a comparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value.
Stock Based Compensation	Stock Based Compensation The Company accounts for stock-based compensation under the provisions of Accounting Standards Codification (“ASC”) subtopic 718-10, Compensation (“ASC 718-10”). This statement requires the Company to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost is recognized over the period in which the employee is required to provide service or based on performance goals in exchange for the award, which is usually the vesting period.
Loss Per Share	Loss Per Share Basic loss per share calculations are computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares outstanding. Diluted earnings per share are computed similar to basic earnings per share except that the denominator is increased to include potentially dilutive securities. The Company’s diluted loss per share is the same as the basic loss per share for the three months ended March 31, 2021 and 2020, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. Three Months Ended March 31, 2021 2020 Loss to common shareholders (Numerator) $ (2,453,469 ) $ (1,444,392 ) Basic and diluted weighted-average number of common shares outstanding (Denominator) 9,888,025 4,917,997 The Company has excluded the following dilutive securities from the calculation of fully diluted shares outstanding because the result would have been anti-dilutive: Three Months Ended March 31, 2021 2020 Effect of dilutive common stock equivalents: Options 1,102,672 - Convertible notes and interest 160,504 - Unit purchase options and warrants 216,193 - Total 1,479,369 -
Business Segments	Business Segments The Company operates in one segment and therefore segment information is not presented.
Revenue Recognition	Revenue Recognition The Company recognizes revenue on arrangements in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services ASC 606 requires companies to assess their contracts to determine the timing and amount of revenue to recognize under the new revenue standard. The model has a five-step approach: 1. Identify the contract with the customer. 2. Identify the performance obligations in the contract. 3. Determine the total transaction price. 4. Allocate the total transaction price to each performance obligation in the contract. 5. Recognize as revenue when (or as) each performance obligation is satisfied. Revenues for products, including: INVOcell®, INVO TM Retention System, and INVO Microscope Holding Block are typically recognized at the time the product is shipped, at which time the title passes to the customer, and there are no further performance obligations. On November 12, 2018, the Company entered into a U.S. Distribution Agreement (the “Distribution Agreement”) with Ferring International Center S.A. (“Ferring”), pursuant to which it granted Ferring an exclusive license in the United States market only, with rights to sublicense under patents related to our proprietary intravaginal culture device (INVOcell™), together with the retention device and any other applicable accessories (collectively, the “Licensed Product”) to market, promote, distribute and sell the Licensed Product with respect to all therapeutic, prophylactic and diagnostic uses of medical devices or pharmaceutical products involving reproductive technology (including infertility treatment) in humans. The Ferring license was deemed to be a functional license that provide customers with a “right to access” to the Company’s intellectual property during the subscription period and accordingly, under ASC 606-10-55-60 revenue is recognized over a period of time, which is generally the subscription period. The initial upfront payment of $5,000,000 which was received upon the signing of the agreement is being recognized as income over the 7-year term.
Long- Lived Assets	Long- Lived Assets Long-lived assets and certain identifiable assets related to those assets are periodically reviewed for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recoverable. If the non-discounted future cash flows of the asset are less than their carrying amount, their carrying amounts are reduced to the fair value and an impairment loss recognized. There was no impairment recorded during the three months ended March 31, 2021 and 2020.
Investment in Joint Ventures	Investment in Joint Ventures The following table sets forth a list of the Company’s current joint venture arrangements: Subsidiary Name Country Percent (%) Ownership HRCFG INVO, LLC United States 50% Positib Fertility, S.A. de C.V. Mexico 33% SNS MURNI INVO Bioscience Malaysia Sendirian Berhad Malaysia 50% Ginekalix INVO Bioscience LLC Skopje North Macedonia 50% Medesole INVO Bioscience India India 50% Alabama JV Agreement On March 10, 2021, the Company’s wholly owned subsidiary, INVO Centers, LLC (“INVO Centers”), entered into a limited liability company agreement (the “JV LLC Agreement”) with HRCFG, LLC (“HRCFG”) to form a joint venture for the purpose of commercializing INVOcell and the INVO Procedure at a dedicated fertility clinic in Birmingham, Alabama. The name of the joint venture LLC is HRCFG INVO, LLC (the “Alabama JV”). The responsibilities of HRCFG’s principals include providing clinical practice expertise, performing recruitment functions, providing all necessary training, and providing day-to-day management of the clinic. The responsibilities of INVO Centers will be to provide access to and be the exclusive provider to the Alabama JV of the INVOcell and the INVO Procedure. INVO Centers will also perform all required in vitro fertilization, industry specific compliance and accreditation functions, and product documentation for product registration. The Company will also provide certain funding to the Alabama JV. In connection with the formation of the Alabama JV, the Company provided an initial $30,000 in funding, in exchange for a note issued by HRCFG, which will be repaid from the operating profit of the Alabama JV. On March 19, 2021, the Company provided an additional $250,000 to HRCFG pursuant the note. Interest on the note accrues at a rate of 1.5% per annum. In addition, the Company has agreed to issue 25,000 shares of its common stock to HRCFG (i) upon opening the Birmingham clinic for business, and (ii) upon each additional INVOcell clinic opened for business by the Alabama JV. As of March 31, 2021, the Company had expended $64,932 in startup costs related to this joint venture. Mexico JV Agreement Effective September 24, 2020, INVO Centers, LLC entered into a Pre-Incorporation and Shareholders Agreement with Francisco Arredondo, MD PLLC (“Arredondo”) and Security Health LLC, a Texas limited liability company (“Ramirez”, and together with INVO and Arredondo, the “Shareholders”) under which the Shareholders will commercialize the INVO Procedure and offer related medical treatments in Mexico. Each party owns one-third of the Mexican incorporated company, Positib Fertility, S.A. de C.V. (the “Mexico JV”). The Mexico JV will acquire the INVOcell product at cost plus any incurred shipping, customs and related fees. The Mexico JV will operate in Monterrey Nuevo Leon, Mexico and any other cities and places in Mexico as approved by the Mexico JV’s board of directors and Shareholders. In addition, the Shareholders agreed that the Mexico JV will be the Company’s exclusive distributor in Mexico. The Shareholders also agreed not to compete directly or indirectly with the Mexico JV in Mexico. As of March 31, 2021, the Company had expended $51,670 in startup costs related to this joint venture. Malaysia JV Agreement On November 23, 2020, the Company entered into a joint venture agreement with SNS Murni SDN BHD (“SNS Murni”), a company incorporated in Malaysia, to establish an exclusive joint venture in Malaysia to (i) introduce, promote and market its technologies related to the INVOcell and INVO Procedure in dedicated government-owned fertility clinics in Malaysia, and (ii) establish INVO Clinics in Malaysia. The joint venture is co-managed and owned 50% by each of INVO Bioscience and SNS Murni. As of March 31, 2021, the Company has expended $7,885 in startup costs related to this joint venture. North Macedonia JV Agreement On November 23, 2020, the Company entered into a joint venture agreement with Ginekaliks Dooel (“Ginekaliks”), a limited liability company incorporated in the Republic of North Macedonia, to establish an exclusive joint venture to (i) commercialize, introduce, promote and market technologies related to the INVOcell and INVO Procedure in North Macedonia, (ii) establish a private healthcare institution to offer the INVO Procedure. The joint venture will be co-managed and owned 50% by each of INVO Bioscience and Ginekaliks. As of March 31, 2021, the Company had expended $2,597 in startup costs related to this joint venture. India JV Agreement On January 13, 2020, the Company entered into a joint venture agreement (the “Agreement”) with Medesole Healthcare and Trading Private Limited, India (“Medesole”), an Indian corporation that promotes and distributes healthcare technologies, medical equipment and allied services to hospitals, clinics and primary health care centers in India and the Middle East. Pursuant to the Agreement, the Company and Medesole have formed a joint venture entity incorporated and registered in India, which will operate under the name Medesole INVO Bioscience India Private Limited (the “India JV”). After formation, the Company will grant to the India JV all required licenses for promoting, marketing and selling the Company’s INVOcell® technology in India. The Company and Medesole intend that the India JV will open and operate dedicated INVOcell® clinics only in India. The India JV will be co-managed and owned 50% by each of INVO and Medesole, who will share equally in the expenditures, revenues and profits of the India JV. The Agreement has a term of three years and may be terminated by either party on 180 days’ prior written notice.
Variable Interest Entities	Variable Interest Entities The Company’s consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and variable interest entities (“VIE’), where the Company is the primary beneficiary under the provisions of the ASC 810, Consolidation (“ASC 810”). Management makes judgments regarding the Company’s level of influence or control over an entity and whether or not the Company is the primary beneficiary of a VIE. Various factors are considered in this analysis, including but not limited to the Company’s ability to direct the activities that most significantly impact the entity’s governing body, the size and seniority of the Company’s investment, the Company’s ability and the rights of other investors to participate in policy making decisions, the Company’s ability to replace the manager and/or liquidate the entity, and the Company’s obligation to absorb losses and right to receive benefits that are significant. Management’s ability to correctly assess its influence or control over an entity when determining the primary beneficiary of a VIE affects the presentation of these entities in the Company’s consolidated financial statements. If it is determined that the Company is the primary beneficiary of a VIE, the Company’s financial statements would consolidate the VIE. The Company performs a qualitative assessment of its joint ventures on an ongoing basis to determine if it continues to be a primary beneficiary. The Company concluded it has a variable interest in the Alabama JV and the Mexico JV (the “JVs”) on the basis of its capital contributions to the JVs and the terms and conditions contained in the agreements that control the JVs. First, the Company determined that the JVs are VIEs, since the JVs’ equity at risk, as defined by GAAP, is considered to be insufficient to finance JV activities without additional support. Second, the Company determined that it has a controlling financial interest in, and thus is a primary beneficiary of the JVs. Such control stems from the Company’s power to direct activities that most significantly impact the JVs operations, and the Company’s obligation to absorb losses and its right to receive benefits from the JVs that would be significant to the JVs. Such power stems from the Company’s ability, among other things, to control the sale or transfer of the JVs capital units and/or common stock. As a result of its analysis, the Company concluded that it is a primary beneficiary of the JVs and therefore consolidates the balance sheets, results of operations and cash flows of the JVs into its own. As of March 31, 2021, there was no financial activity in the JV’s and therefore no impact on the Company’s financial statements.
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements None.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Schedule of Earning Per Share Basic and Diluted	The Company’s diluted loss per share is the same as the basic loss per share for the three months ended March 31, 2021 and 2020, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. Three Months Ended March 31, 2021 2020 Loss to common shareholders (Numerator) $ (2,453,469 ) $ (1,444,392 ) Basic and diluted weighted-average number of common shares outstanding (Denominator) 9,888,025 4,917,997
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	The Company has excluded the following dilutive securities from the calculation of fully diluted shares outstanding because the result would have been anti-dilutive: Three Months Ended March 31, 2021 2020 Effect of dilutive common stock equivalents: Options 1,102,672 - Convertible notes and interest 160,504 - Unit purchase options and warrants 216,193 - Total 1,479,369 -
Schedule of Investment in Joint Ventures	The following table sets forth a list of the Company’s current joint venture arrangements: Subsidiary Name Country Percent (%) Ownership HRCFG INVO, LLC United States 50% Positib Fertility, S.A. de C.V. Mexico 33% SNS MURNI INVO Bioscience Malaysia Sendirian Berhad Malaysia 50% Ginekalix INVO Bioscience LLC Skopje North Macedonia 50% Medesole INVO Bioscience India India 50%

Inventory (Tables)

Inventory (Tables)	3 Months Ended
	Mar. 31, 2021
Inventory Disclosure [Abstract]
Schedule of Inventory	Components of inventory are: March 31, 2021 December 31, 2020 Raw materials $ 67,936 $ 72,022 Work in process 5,005 29,645 Finished goods 195,408 163,705 Total inventory $ 268,349 $ 265,372

Property and Equipment (Tables)

Property and Equipment (Tables)	3 Months Ended
	Mar. 31, 2021
Property, Plant and Equipment [Abstract]
Schedule of Esimated Useful Lives of Property and Equipment	The estimated useful lives and accumulated depreciation for furniture, equipment and software are as follows as of March 31, 2021 and December 31, 2020: Estimated Useful Life Manufacturing equipment 6 to 10 years Medical equipment 10 years Office equipment 3 to 7 years
Schedule of Property and Equipment	March 31, 2021 December 31, 2020 Manufacturing equipment $ 132,513 $ 132,513 Medical equipment 49,261 49,261 Office equipment 2,689 2,689 Less: accumulated depreciation (54,784 ) (52,257 ) Total equipment, net $ 129,679 $ 132,206

Patents and Trademarks (Tables)

Patents and Trademarks (Tables)	3 Months Ended
	Mar. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Finite-Lived Intangible Assets	The Company has recorded the following patent costs: March 31, 2021 December 31, 2020 Patents $ 95,353 $ 77,722 Accumulated amortization (72,747 ) (72,295 ) Total patent costs, net $ 22,606 $ 5,427

Notes Receivable (Tables)

Notes Receivable (Tables)	3 Months Ended
	Mar. 31, 2021
Debt Disclosure [Abstract]
Schedule of Notes Receivable	The following table lists the Company’s notes receivable: March 31, 2021 December 31, 2020 Notes receivable – HRCFG, LLC $ 280,160 $ - Total notes receivable $ 280,160 $ -

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2021
Disclosure Text Block [Abstract]
Schedule of Lease Components	As of March 31, 2021, the Company’s lease components included in the consolidated balance sheet were as follows: Lease component Balance sheet classification March 31, 2021 Assets ROU assets - operating lease Other assets $ 73,644 Total ROU assets $ 73,644 Liabilities Current operating lease liability Current liabilities $ 23,061 Long-term operating lease liability Other liabilities 52,789 Total lease liabilities $ 75,850
Schedule of Future Minimum Lease Payaments	Future minimum lease payments under non-cancellable leases were as follows: March 31, 2021 2021 $ 18,751 2022 25,585 2023 26,352 2024 8,870 2025 and beyond - Total future minimum lease payments $ 79,558 Less: Interest (3,708 ) Total operating lease liabilities $ 75,850 Current operating lease liability $ 23,061 Long-term operating lease liability 52,789 Total operating lease liabilities $ 75,850

Convertible Notes And Notes P_2

Convertible Notes And Notes Payable (Tables)	3 Months Ended
	Mar. 31, 2021
Debt Disclosure [Abstract]
Schedule of Convertible Notes	Principal balances of the 2020 Convertible Notes were as follows: March 31, 2021 December 31, 2020 2020 Convertible Notes 500,000 1,700,000 Accrued interest 13,613 24,373 Less beneficial conversion feature discount (143,777 ) (604,897 ) Less options discount (62,712 ) (224,051 ) Less warrants discount (66,374 ) (229,954 ) Less issuance cost (55,292 ) (129,408 ) Total, net of discount $ 185,458 $ 536,063

Equity-Based Compensation (Tabl

Equity-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
Schedule of Stock Options Activity	The following table sets forth the activity of the options to purchase common stock under the 2019 Plan. The prices represent the closing price of our common stock on the Nasdaq Capital Market on the respective dates. Options Outstanding Options Exercisable Number of Shares Price per Share Range Weighted Average Exercise Price Aggregate Intrinsic Value (1) Number of Shares Weighted Average Exercise Price Aggregate Intrinsic Value (1) Balance at December 31, 2020 594,114 $ 3.19-9.25 $ 7.28 $ - 265,386 $ 5.64 $ - Forfeited - $ - $ - - - - - Vested - - - - 97,615 3.86 - Exercised - $ - $ - - - - - Granted 508,558 $ 2.28-2.55 $ 2.33 - - - - Balance at March 31, 2021 1,102,672 $ 2.28-9.25 $ 4.33 $ - 374,256 $ 3.57 $ - (1) The intrinsic value of an option represents the amount by which the market value of the stock exceeds the exercise price of the option of in-the-money options only.
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions	The fair value of each option granted is estimated as of the grant date using the Black-Scholes option pricing model with the following assumptions: Three months ended March 31, 2021 2020 Risk-free interest rate range 0.22 to 0.31 % 0.48 to 1.65 % Expected life of option-years 5.5 to 6.5 5.20 to 5.77 Expected stock price volatility 107.4 % 110.8 to 128. % Expected dividend yield - % - %
Schedule of Share Based Payments Arrangements Options Exercised and Options Vested	Total Intrinsic Value of Options Exercised Total Fair Value of Options Vested Year ended December 31, 2020 $ - $ 1,495,744 Three months ended March 31, 2021 $ - $ 376,523
Schedule of Aggregate Restricted Stock Awards and Restricted Stock Unit Activity	The following table summarizes the Company’s aggregate restricted stock awards and restricted stock unit activity during the three months ended March 31, 2021: Number of Unvested Shares Weighted Average Grant Date Fair Value Aggregate Value of Unvested Shares Balance at December 31, 2020 16,698 $ 4.67 $ 77,927 Granted 71,757 $ 3.04 $ 218,228 Vested (24,445 ) $ 3.66 $ (89,473 ) Forfeitures - $ - $ - Balance at March 31, 2021 64,010 $ 3.23 $ 206,682

Stock Options and Warrants (Tab

Stock Options and Warrants (Tables)	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
Schedule of Fair Value Measurement Inputs and Valuation Techniques	The fair value of the options and warrants issued to the convertible debt holders is estimated as of the issue date using a Monte Carlo model with the following assumptions: Risk-free interest rate range 0.33% - 0.39 % Stock Price $ 3.00 - $3.95 Expected life of warrants and option (years) 5.00 Expected stock price volatility 108.2% - 112.5 % Expected dividend yield 0 %

Contracts With Customers (Table

Contracts With Customers (Tables)	3 Months Ended
	Mar. 31, 2021
Revenue from Contract with Customer [Abstract]
Schedule of International Distribution Agreements	The Company is also required to register the product in each market before the distributor can begin importing, a process and timeline that can vary widely depending on the market. INVOcell Registration Market Distribution Partner Date Initial Term Status in Country Canada Invaron Pharmaceuticals Inc. July 2020 1-Year Completed Mexico Proveedora de Equipos y Productos S.A.** Sept 2020 5-year Completed Malaysia iDS Medical Systems Nov 2020 3-year Completed Turkey Orcan Medical Oct 2019 1-year Completed Jordan Biovate Sept 2019 1-year Completed Pakistan Galaxy Pharma Dec 2020 1-year In process Thailand IVF Envimed Co., Ltd. April 2021 1-year In process Sudan Quality Medicines, Cosmetics & Medical Equipment Import Sept 2020 1-year In process Ethiopia Quality Medicines, Cosmetics & Medical Equipment Import Sept 2021 1-year In process Uganda Quality Medicines, Cosmetics & Medical Equipment Import Sept 2022 1-year In process Nigeria G-Sytems Limited Sept 2023 1-year In process Togolese Republic INVOSOLUX TOGO Nov 2019 1-year In process Iran Tasnim Behboud Dec 2020 1-year In process ** Also the JV Partner for Mexico

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Mar. 31, 2021	Mar. 10, 2021	Nov. 09, 2020	Nov. 05, 2020	May 26, 2020	May 21, 2020	Mar. 31, 2021	Nov. 23, 2020	Jan. 13, 2020
Proceeds from License Fees Received	$ 5,000,000
Stockholders' Equity, Reverse Stock Split			5-for-8	78.209 to effectuate a 5-for-8 reverse stock split	1-for-20	78.209 to effectuate a 1-for-20 reverse stock split
HRCFG INVO, LLC [Member]
Debt interest		$ 250,000
Number of shares issued for common stock		25,000
JV LLC Agreement [Member] | HRCFG INVO, LLC [Member]
Initial funding		$ 30,000
Intrest rate		1.50%
Startup costs							$ 64,932
Mexico JV Agreement [Member] | Francisco Arredondo, MD PLLC and Security Health LLC [Member]
Startup costs							51,670
Malaysia JV Agreement [Member] | SNS Murni [Member]
Startup costs							7,885
Joint venture owned percentage								50.00%
North Macedonia JV Agreement [Member] | Ginekaliks [Member]
Startup costs							$ 2,597
Joint venture owned percentage								50.00%
Medesole JV Agreement [Member] | Medesole Healthcare and Trading Private Limited [Member]
Joint venture owned percentage									50.00%
Minimum [Member]
Property, Plant and Equipment, Estimated Useful Lives							P3Y
Maximum [Member]
Property, Plant and Equipment, Estimated Useful Lives							P10Y

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule of Earning Per Share Basic and Diluted (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Schedule of Earnings Per Share, Basic and Diluted [Abstract]
Loss to common shareholders (Numerator)	$ (2,453,469)	$ (1,444,392)
Basic and diluted weighted-average number of common shares outstanding (Denominator)	9,888,025	4,917,997

Summary of Significant - Schedu

Summary of Significant - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1,479,369
Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1,102,672
Convertible Note and Interest [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	160,504
Unit Purchase option and Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	216,193

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Schedule of Investment in Joint Ventures (Details)	Mar. 31, 2021
HRCFG INVO, LLC [Member] | United States [Member]
Percent (%) Ownership	50.00%
Positib Fertility, S.A. de C.V [Member] | Mexico [Member]
Percent (%) Ownership	33.00%
SNS MURNI INVO Bioscience Malaysia Sendirian Berhad [Member] | Malaysia [Member]
Percent (%) Ownership	50.00%
Ginekalix INVO Bioscience LLC Skopje [Member] | North Macedonia [Member]
Percent (%) Ownership	50.00%
Medesole INVO Bioscience India [Member] | India [Member]
Percent (%) Ownership	50.00%

Inventory - Schedule of Invento

Inventory - Schedule of Inventory, Current (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Schedule of Inventory, Current [Abstract]
Raw Materials	$ 67,936	$ 72,022
Work in Process	5,005	29,645
Finished Goods	195,408	163,705
Total Inventory	$ 268,349	$ 265,372

Property and Equipment (Details

Property and Equipment (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation	$ 2,431	$ 2,431

Property and Equipment - Proper

Property and Equipment - Property, Plant and Equipment, Estimated Useful Life (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Medical equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life	10 years	10 years
Minimum [Member] | Manufacturing equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life	6 years	6 years
Minimum [Member] | Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life	3 years	3 years
Maximum [Member] | Manufacturing equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life	10 years	10 years
Maximum [Member] | Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life	7 years	7 years

Property and Equipment - Prop_2

Property and Equipment - Property, Plant and Equipment (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Accumulated depreciation	$ (54,784)	$ (52,257)
Property and equipment, net	129,679	132,206
Manufacturing equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and Equipment, gross	132,513	132,513
Medical equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and Equipment, gross	49,261	49,261
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and Equipment, gross	$ 2,689	$ 2,689

Patents and Trademarks (Details

Patents and Trademarks (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of Intangible Assets	$ 452	$ 452
Trademark assets	$ 11,349

Patents and Trademarks - Schedu

Patents and Trademarks - Schedule of Finite-Lived Intangible Assets (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Schedule of Finite-Lived Intangible Assets [Abstract]
Patents	$ 95,353	$ 77,722
Accumulated Amortization	(72,747)	(72,295)
Total patent costs, net	$ 22,606	$ 5,427

Notes Receivable (Details Narra

Notes Receivable (Details Narrative) - HRCFG, LLC [Member]	Mar. 10, 2021	Mar. 31, 2021USD ($)
Accrues interest per annual term	0.015
Repayment of principal and interest paid	0.030
Notes receivable		$ 280,000
Interest receivable		$ 160

Notes Receivable - Schedule of

Notes Receivable - Schedule of Notes Receivable (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Total notes receivable	$ 280,160
HRCFG, LLC [Member]
Total notes receivable	$ 280,160

Leases (Details Narrative)

Leases (Details Narrative)	12 Months Ended
	Dec. 31, 2020
Disclosure Text Block [Abstract]
Lessee, Operating Lease, Term of Contract	5 years
Lessee, Operating Lease, Renewal Term	3 years
Applicable Federal Rate	0.30

Leases - Lessee, Operating Leas

Leases - Lessee, Operating Lease, Disclosure (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Lessee, Operating Lease, Disclosure [Abstract]
ROU assets - operating lease	$ 73,644	$ 79,319
Total ROU assets	73,644
Current operating lease liability	23,061	22,707
Long-term operating lease liability	52,789	$ 58,634
Total lease liabilities	$ 75,850

Leases - Lessee, Operating Le_2

Leases - Lessee, Operating Lease, Liability, Maturity (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Lessee, Operating Lease, Liability, Maturity [Abstract]
2021	$ 18,751
2022	25,585
2023	26,352
2024	8,870
2025 and beyond
Total future minimum lease payments	79,558
Less: Interest	(3,708)
Total operating lease liabilities	75,850
Current operating lease liability	23,061	$ 22,707
Long-term operating lease liability	$ 52,789	$ 58,634

Convertible Notes and Notes P_3

Convertible Notes and Notes Payable (Details Narrative) - USD ($)	Jul. 01, 2020	Nov. 12, 2018	Mar. 31, 2021	Jul. 01, 2020	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Nov. 30, 2020
Amortization of options discount					$ 860,155	$ 39,918
Paycheck Protection Program [Member]
Debt Instrument, Face Amount	$ 157,620			$ 157,620
Interest rate	1.00%			1.00%
Debt maturity date, description	The loan will mature 18 months from the date of funding is payable over 18 equal monthly installments
Debt instrument description	The loan is forgivable up to 100% of the principal balance based upon satisfaction of certain criteria under the Paycheck Protection Program.
2020 Convertible Notes Payable [Member]
Interest expense					35,070	0
Amortization of options discount					161,339	0
Amortization of warrant discount					163,580	0
Amortization of beneficial conversion feature					461,120	0
Amortization of issuance costs					74,116	$ 0
2020 Convertible Notes Payable [Member] | Public Underwritten Offering [Member]
Debt Instrument, Face Amount								$ 1,319,840
Unit options to purchase	1,048,904			1,048,904
Proceeds from offering				$ 3,494,840
Fair value of beneficial conversion feature				2,062,586
2020 Convertible Notes Payable [Member] | Tribal Capital Markets, LLC [Member]
Proceeds from private placement				2,998,905
Proceeds to repay convertible debt				$ 413,456
Outstanding notes percentage				9.00%
2020 Convertible Notes Payable [Member] | Purchase Agreements [Member]
Debt Instrument, Face Amount	$ 3,494,840		$ 500,000	$ 3,494,840	$ 500,000		$ 475,000	$ 475,000
Proceeds from convertible debt				$ 3,500,000
Debt instrument converted amount			$ 1,200,000
2020 Convertible Notes Payable [Member] | Purchase Agreements [Member] | Tribal Capital Markets, LLC [Member]
Cash fee percentage				8.00%
Proceeds from private placement				$ 236,000
2020 Convertible Notes Payable [Member] | Purchase Agreements [Member] | Received in Cash [Member]
Proceeds from convertible debt				3,351,200
2020 Convertible Notes Payable [Member] | Purchase Agreements [Member] | Cancellation of Indebtedness [Member]
Proceeds from convertible debt				$ 143,640
2020 Convertible Notes Payable [Member] | Purchase Agreements [Member] | Purchaser [Member]
Unit options description				Each purchaser of a Note was issued a 5-year Purchase Option to purchase 0.086875 Units (as adjusted for the Reverse Splits (as defined below) for each dollar of Notes purchased.
2020 Convertible Notes Payable [Member] | Purchase Agreements [Member] | Warrant [Member]
Warrants term	5 years			5 years
Warrants to pruchase	1			1
Warrants exercise price	$ 3.20			$ 3.20
2020 Convertible Notes Payable [Member] | Purchase Agreements [Member] | Warrant [Member] | Tribal Capital Markets, LLC [Member]
Warrants term	5 years			5 years
Warrants to pruchase	6,750			6,750
Warrants exercise price	$ 3.20			$ 3.20
2020 Convertible Notes Payable [Member] | Purchase Agreements [Member] | Purchase Options [Member]
Unit options to purchase	303,623			303,623
Exercise price	$ 3.20			$ 3.20
2020 Convertible Notes Payable [Member] | Distribution Agreement [Member]
Proceeds from milestone payment		$ 3,000,000
Secured Convertible Note [Member] | Purchase Agreements [Member]
Interest rate	10.00%			10.00%
Debt conversion price	$ 3.20			$ 3.20
Debt maturity date, description				The maturity dates of November 15, 2021, December 22, 2021 and December 30, 2021.
Debt instrument, convertible, terms of conversion feature				A Note may not be converted, and shares of common stock may not be issued under the Notes if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.99% of our outstanding ordinary shares.
Debt instrument, payment terms				The Company may prepay the Notes at any time in whole or in part by paying an amount equal to 100% of the principal amount to be redeemed, together with accrued and unpaid interest plus a prepayment fee equal to one percent (1%) of the principal amount to be repaid.

Convertible Notes and Notes P_4

Convertible Notes and Notes Payable - Schedule of Convertible Notes (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Debt Disclosure [Abstract]
2020 Convertible Notes	$ 500,000	$ 1,700,000
Accrued interest	13,613	24,373
Less beneficial conversion feature discount	(143,777)	(604,897)
Less options discount	(62,712)	(224,051)
Less warrants discount	(66,374)	(229,954)
Less issuance cost	(55,292)	(129,408)
Total, net of discount	$ 185,458	$ 536,063

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative) - USD ($)

Nov. 20, 2020

Nov. 18, 2020

Nov. 17, 2020

Nov. 12, 2020

Nov. 09, 2020

Nov. 05, 2020

Oct. 22, 2020

May 26, 2020

May 21, 2020

Feb. 19, 2020

Dec. 16, 2019

Mar. 31, 2021

Jan. 31, 2021

Mar. 31, 2021

Mar. 31, 2020

Dec. 31, 2020

Reverse stock split

5-for-8

78.209 to effectuate a 5-for-8 reverse stock split

1-for-20

78.209 to effectuate a 1-for-20 reverse stock split

Common stock, shares authorized

125,000,000

125,000,000

125,000,000

Number of shares of reverse stock split

133

Payments for offering costs

$ 1,180,000

Issued shares of common stock to consultants for services, value

$ 221,250

$ 38,000

Issued shares of common stock conversion of notes payable

388,684

Issued shares of common stock conversion of notes payable, value

$ 1,243,788

$ 1,243,788

Issued shares of common stock exercise of options

77,444

Issued shares of common stock exercise of options, value

$ 246,278

$ 246,278

Issued shares of common stock exercise of warrants

39,095

Issued shares of common stock exercise of warrants, value

$ 123,562

Cashless warrant exercise, shares

91,709

Cashless unit purchase option exercise, shares

86,529

2019 Stock Incentive Plan [Member]

Issued shares of common stock to employees

30,000

Issued shares of common stock to employees, value

$ 97,453

Issued shares of common stock to consultants for services

71,500

Issued shares of common stock to consultants for services, value

$ 221,250

Underwriting Agreement [Member]

Number of shares issued for common stock

3,625,000

3,625,000

Public offering price

$ 3.20

Purchase shares of common stock

528,750

Proceeds from common stock

$ 1,500,000

Sale of stock, shares

4,153,750

Proceeds from sale of stock

$ 11,800,000

Board of Directors [Member]

Reverse stock split

5-for-8

1-for-20

1-for 5 and 1-for-25

Common stock, shares authorized

200,000,000

Equity-Based Compensation (Deta

Equity-Based Compensation (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Jan. 31, 2021	Oct. 31, 2019
Restricted stock vested shares	24,445
Options [Member]
Weighted average grant date fair value of options granted	$ 2.33
Weighted average remaining service period	3 years 8 months 12 days
Stock-based compensation expense	$ 376,524	$ 381,475
Unamortized stock option expense	2,642,796
Restricted Stock and Restricted Stock Units [Member]
Stock-based compensation expense	$ 89,473	$ 265,963
Number of shares of restricted stock issued	30,000
Restricted stock vesting period	1 year
Restricted stock vested shares	24,445
Board of Directors [Member] | Minimum [Member]
Options life	3 years
Board of Directors [Member] | Maximum [Member]
Options life	10 years
2019 Stock Incentive Plan [Member]
Share based issuance of shares				1,371,449	500,000
Number of available shares issuable				578,356
Share based payment arrangement, description			A provision in the 2019 Plan provides for an automatic annual increase equal to 6% of the total number of shares of Company common stock outstanding on December 31 of the preceding calendar year. In January 2020, the number of available shares was increased to 793,093. In January 2021,

Equity-Based Compensation - Sch

Equity-Based Compensation - Schedule of Stock Options Activity (Details) - USD ($)		1 Months Ended	3 Months Ended
		Mar. 31, 2021	Mar. 31, 2021
Equity [Abstract]
Number of Shares, Options Outstanding, Beginning balance			594,114
Number of Shares, Options Outstanding, Forfeited
Number of Shares, Options Outstanding, Vested
Number of Shares, Options Outstanding, Exercised		77,444
Number of Shares, Options Outstanding, Granted			508,558
Number of Shares, Options Outstanding, Ending balance		1,102,672	1,102,672
Price per Share Range, Lower limit, Options Outstanding, Beginning balance			$ 3.19
Price per Share Range, Upper limit, Options Outstanding, Beginning balance			9.25
Price per Share Range, Lower limit, Options Outstanding, Granted			2.28
Price per Share Range, Upper limit, Options Outstanding, Granted			2.55
Price per Share Range, Lower limit,Options Outstanding, Ending balance			2.28
Price per Share Range, Upper limit, Options Outstanding, Ending balance			9.25
Weighted Average Exercise Price, Options Outstanding, Beginning balance			7.28
Weighted Average Exercise Price, Options Outstanding, Forfeited
Weighted Average Exercise Price, Options Outstanding, Vested
Weighted Average Exercise Price, Options Outstanding, Exercised
Weighted Average Exercise Price, Options Outstanding, Granted			2.33
Weighted Average Exercise Price, Options Outstanding, Ending balance		$ 4.33	$ 4.33
Aggregate Intrinsic Value, Options Outstanding, Beginning balance	[1]
Aggregate Intrinsic Value, Options Outstanding, Ending balance	[1]
Number of Shares, Options Exercisable, Beginning balance			265,386
Number of Shares, Options Exercisable, Vested			97,615
Number of Shares, Options Exercisable, Ending balance		374,256	374,256
Weighted Average Exercise Price, Options Exercisable, Beginning balance			$ 5.64
Weighted Average Exercise Price, Options Exercisable, Vested			3.86
Weighted Average Exercise Price, Options Exercisable, Ending balance		$ 3.57	$ 3.57
Aggregate Intrinsic Value, Options Exercisable, Beginning balance	[1]
Aggregate Intrinsic Value, Options Exercisable, Ending balance	[1]
[1]	The intrinsic value of an option represents the amount by which the market value of the stock exceeds the exercise price of the option of in-the-money options only.

Equity-Based Compensation - S_2

Equity-Based Compensation - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Risk-free interest rate range, lower range	0.22%	0.48%
Risk-free interest rate range, upper range	0.31%	1.65%
Expected stock price volatility	107.40%
Expected dividend yield	0.00%	0.00%
Minimum [Member]
Expected life of option-years	5 years 6 months	5 years 2 months 12 days
Expected stock price volatility		110.80%
Maximum [Member]
Expected life of option-years	6 years 6 months	5 years 9 months 7 days
Expected stock price volatility		128.00%

Equity-Based Compensation - S_3

Equity-Based Compensation - Schedule of Share Based Payments Arrangements Options Exercised and Options Vested (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Equity [Abstract]
Total Intrinsic Value of Options Exercised
Total Fair Value of Options Vested	$ 376,523	$ 1,495,744

Equity-Based Compensation - S_4

Equity-Based Compensation - Schedule of Aggregate Restricted Stock Awards and Restricted Stock Unit Activity (Details)	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Equity [Abstract]
Number of Unvested Shares, Beginning balance | shares	16,698
Number of Unvested Shares, Granted | shares	71,757
Number of Unvested Shares, Vested | shares	(24,445)
Number of Unvested Shares, Forfeitures | shares
Number of Unvested Shares, Ending balance | shares	64,010
Weighted Average Exercise Price, Beginning balance | $ / shares	$ 4.67
Weighted Average Exercise Price, Granted | $ / shares	3.04
Weighted Average Exercise Price, Vested | $ / shares	3.66
Weighted Average Exercise Price, Forfeitures | $ / shares
Weighted Average Exercise Price, Ending balance | $ / shares	$ 3.23
Aggregate Value of Unvested Shares, Beginning balance | $	$ 77,927
Aggregate Value of Unvested Shares, Granted | $	218,228
Aggregate Value of Unvested Shares, Vested | $	(89,473)
Aggregate Value of Unvested Shares, Forfeitures | $
Aggregate Value of Unvested Shares, Ending balance | $	$ 206,682

Stock Options and Warrants (Det

Stock Options and Warrants (Details Narrative) - 2020 Convertible Notes Payable [Member] - USD ($)	3 Months Ended
	Mar. 31, 2021	Jul. 01, 2020
Proceeds from options	$ 247,821
Proceeds from warrants	$ 125,104
Purchase Agreements [Member] | Warrant [Member]
Warrants to pruchase		1
Warrants exercise price		$ 3.20
Warrants term		5 years
Purchase Agreements [Member] | Warrant [Member] | Tribal Capital Markets, LLC [Member]
Warrants to pruchase		6,750
Warrants exercise price		$ 3.20
Warrants term		5 years
Purchase Agreements [Member] | Purchase Options [Member]
Unit options to purchase		303,623
Exercise price		$ 3.20

Stock Options and Warrants - Sc

Stock Options and Warrants - Schedule of Fair Value Measurement Inputs and Valuation Techniques (Details)	Mar. 31, 2021$ / shares
Risk-free Interest Rate [Member] | Minimum [Member]
Warrants measurement input	0.33
Risk-free Interest Rate [Member] | Maximum [Member]
Warrants measurement input	0.39
Stock Price [Member] | Minimum [Member]
Stock Price	$ 3
Stock Price [Member] | Maximum [Member]
Stock Price	$ 3.95
Expected Life [Member]
Expected life of warrants and option (years)	5 years
Expected Stock Price Volatility [Member] | Minimum [Member]
Warrants measurement input	108.2
Expected Stock Price Volatility [Member] | Maximum [Member]
Warrants measurement input	112.5
Expected Dividend Yield [Member]
Warrants measurement input	0

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Tax Disclosure [Abstract]
Income tax expense
Income tax rate	0.00%

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)	Aug. 07, 2019	Mar. 31, 2021
10% Senior Secured Convertible Promissory Notes [Member]
Debt issuance date description		April 8, 2011 and November 9, 2011
Interest rate		10.00%
10% Senior Secured Convertible Promissory Notes [Member] | Investors [Member]
Debt conversion description		Investors had the option to convert any unpaid principal and accrued interest into shares of Company's common stock original conversion prices of $0.96 and $0.32, respectively, subject to adjustments upon the Company's issuances of stock at prices less than the original conversion prices during the 24-months after issuance of each note (i.e., currently $0.2100).
Conversion price per share		$ 0.2100
James Bowdring [Member] | Promissory Notes [Member]
Repayments of debt	$ 65,197

Contracts With Customers (Detai

Contracts With Customers (Details Narrative)	Mar. 31, 2021USD ($)	Mar. 02, 2021USD ($)Number	Jan. 31, 2019USD ($)	Mar. 31, 2021USD ($)	Mar. 31, 2020USD ($)
Licensing fee payment	$ 5,000,000
Deferred revenues	$ 3,392,857			$ 3,392,857	$ 4,107,143
U.S. License and Distribution Agreement [Member] | Ferring International Center S.A [Member]
Initial upfront payment			$ 5,000,000
Licensing fee payment			$ 3,000,000
Recognization of income term			7 years
Agreement description				Under the terms of the Distribution Agreement, Ferring completed its obligation to make an initial payment to the Company of $5,000,000 upon completion of the required closing conditions, including executed agreements from all current manufacturers of the Licensed Product that upon a material supply default by the Company, Ferring can assume a direct purchase relationship with such manufacturers. Ferring is obligated to make a second payment to the Company of $3,000,000 provided that the Company is successful in obtaining a five (5) day label enhancement from the FDA for the current incubation period for the Licensed Product at least three (3) years prior to the expiration of the term of the license for the Licensed Product and provided further that Ferring has not previously exercised its right to terminate the Distribution Agreement for convenience. In addition, the Company entered into a separate Distribution Agreement.
Agreement expiration date				Dec. 31, 2025
Amendment [Member] | Ferring International Center S.A [Member]
Number of product purchased | Number		2,004
Purchase amount		$ 501,000
Ferring License Agreement [Member]
Recognization of revenue				$ 178,571

Contracts With Customers - Sche

Contracts With Customers - Schedule of International Distribution Agreements (Details)	3 Months Ended
	Mar. 31, 2021
Canada [Member]
Distribution Partner	Invaron Pharmaceuticals Inc.
Date	Jul. 31, 2020
Initial Term	1 year
INVOcell Registration Status In Country	Registered - Completed
Mexico [Member]
Distribution Partner	Proveedora de Equipos y Productos S.A	[1]
Date	Sep. 30, 2020
Initial Term	5 years
INVOcell Registration Status In Country	Registered - Completed
Malaysia [Member]
Distribution Partner	iDS Medical Systems
Date	Nov. 30, 2020
Initial Term	3 years
INVOcell Registration Status In Country	Registered - Completed
Turkey [Member]
Distribution Partner	Orcan Medical
Date	Oct. 31, 2019
Initial Term	1 year
INVOcell Registration Status In Country	Registered - Completed
Jordan [Member]
Distribution Partner	Biovate
Date	Sep. 30, 2019
Initial Term	1 year
INVOcell Registration Status In Country	Registered - Completed
Pakistan [Member]
Distribution Partner	Galaxy Pharma
Date	Dec. 31, 2020
Initial Term	1 year
INVOcell Registration Status In Country	In-process
Thailand [Member]
Distribution Partner	IVF Envimed Co., Ltd.
Date	Apr. 30, 2021
Initial Term	1 year
INVOcell Registration Status In Country	In-process
Sudan [Member]
Distribution Partner	Quality Medicines, Cosmetics & Medical Equipment Import
Date	Sep. 30, 2020
Initial Term	1 year
INVOcell Registration Status In Country	In-process
Ethiopia [Member]
Distribution Partner	Quality Medicines, Cosmetics & Medical Equipment Import
Date	Sep. 30, 2021
Initial Term	1 year
INVOcell Registration Status In Country	In-process
Uganda [Member]
Distribution Partner	Quality Medicines, Cosmetics & Medical Equipment Import
Date	Sep. 30, 2022
Initial Term	1 year
INVOcell Registration Status In Country	In-process
Nigeria [Member]
Distribution Partner	G-Sytems Limited
Date	Sep. 30, 2023
Initial Term	1 year
INVOcell Registration Status In Country	In-process
Togolese Republic [Member]
Distribution Partner	INVOSOLUX TOGO
Date	Nov. 30, 2019
Initial Term	1 year
INVOcell Registration Status In Country	In-process
Iran [Member]
Distribution Partner	Tasnim Behboud
Date	Dec. 31, 2020
Initial Term	1 year
INVOcell Registration Status In Country	In-process
[1]	Also the JV Partner for Mexico

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - shares	Apr. 09, 2021	May 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Common stock issued			10,424,229	9,639,268
Subsequent Event [Member] | Partnership Agreement [Member] | Lyfe Medical Center I, LLC [Member]
Percentage of net income received	40.00%
Subsequent Event [Member] | 2019 Stock Incentive Plan [Member] | Consultant and Employee [Member]
Common stock issued		24,806