NAYA Biosciences (NAYA) 10-K/A 17 Apr 24 2023 FY Annual report (amended) Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2023	Apr. 16, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K/A
Amendment Flag	true
Amendment Description	This Amendment No. 1 to Form 10-K (this “Amendment” or “Amendment No. 1”) amends the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 originally filed on April 16, 2024 (the “Original Filing”) by INVO Bioscience, Inc., a Nevada corporation (“INVO,” the” Company,” “we,” or “us”). We are filing this Amendment to include an updated consent of M&K CPA’s PLLC, our independent registered public accounting firm (the “Auditors”), to the incorporation in previously filed Registration Statements on Form S-8 Nos. 333-234230 and 333-252228, 333-263239, and 333-269258, Form S-3 333-255096, and Form S-1 Nos. 333-272872 and 333-273174 of its report dated April 16, 2024 of the Company relating to the audit of the  consolidated financial statements as of December 31, 2023 and 2022, and for the periods then ended, including an explanatory paragraph regarding the Company’s ability to continue as a going concern, and the reference to the Auditors under the caption “Experts” in such registration statements.
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-39701
Entity Registrant Name	INVO BIOSCIENCE, INC.
Entity Central Index Key	0001417926
Entity Tax Identification Number	20-4036208
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	5582 Broadcast Court
Entity Address, City or Town	Sarasota
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	34240
City Area Code	(978)
Local Phone Number	878-9505
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	INVO
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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 Public Float			$ 3,072,404
Entity Common Stock, Shares Outstanding		2,743,031
Documents Incorporated by Reference [Text Block]	Portions of the registrant’s Proxy Statement for the 2023 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2023
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Firm ID	2738
Auditor Name	M&K CPAS, PLLC
Auditor Location	The Woodlands, TX

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets
Cash	$ 232,424	$ 90,135
Accounts receivable	140,550	77,149
Inventory	264,507	263,602
Prepaid expenses and other current assets	622,294	190,201
Total current assets	1,259,775	621,087
Property and equipment, net	826,418	436,729
Lease right of use	5,740,929	1,808,034
Intangible assets, net	4,093,431
Goodwill	5,878,986
Investment in NAYA	2,172,000
Equity investments	916,248	1,237,865
Total assets	20,887,787	4,103,715
Current liabilities
Accounts payable and accrued liabilities	2,330,381	1,349,038
Accrued compensation	722,251	946,262
Deferred revenue	408,769	119,876
Lease liability, current portion	397,554	231,604
Additional payments for acquisition, current portion	2,500,000
Other current liabilities	350,000
Total current liabilities	8,218,875	3,409,424
Lease liability, net of current portion	5,522,090	1,669,954
Notes payable – net of current portion	1,253,997
Deferred tax liability		1,949
Additional payments for acquisition, net of current portion	5,000,000
Total liabilities	19,994,962	5,081,327
Stockholders’ equity (deficit)
Common Stock, $.0001 par value; 50,000,000 shares authorized; 2,492,531 and 608,611 issued and outstanding as of December 31, 2023 and 2022, respectively	249	61
Additional paid-in capital	52,710,721	48,805,860
Accumulated deficit	(57,818,145)	(49,783,533)
Total stockholders’ equity (deficit)	892,825	(977,612)
Total liabilities and stockholders’ equity (deficit)	20,887,787	4,103,715
Series B Preferred Stock [Member]
Stockholders’ equity (deficit)
Series B Preferred Stock, $5.00 par value; 1,200,000 shares authorized; 1,200,000 and 0 issued and outstanding as of December 31, 2023 and 2022, respectively.	6,000,000
Nonrelated Party [Member]
Current liabilities
Notes payable, net	629,920	100,000
Related Party [Member]
Current liabilities
Notes payable, net	$ 880,000	$ 662,644

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 5	$ 5
Preferred stock, shares authorized	1,200,000	1,200,000
Preferred stock, shares issued	1,200,000	0
Preferred stock, shares outstanding	1,200,000	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	2,492,531	608,611
Common stock, shares outstanding	2,492,531	608,611

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenue:
Total revenue	$ 3,020,575	$ 822,196
Operating expenses:
Cost of revenue	1,934,437	850,770
Selling, general and administrative expenses	7,486,454	9,976,563
Research and development expenses	165,945	544,043
Depreciation and amortization	200,894	77,301
Total operating expenses	9,787,730	11,448,677
Loss from operations	(6,767,155)	(10,626,481)
Other income (expense):
Loss from equity method joint ventures	(60,270)	(200,558)
Impairment from equity method joint venture	(89,794)
Loss from debt extinguishment	(163,278)
Interest income		308
Interest expense	(925,909)	(59,445)
Foreign currency exchange loss	(420)	(3,463)
Total other expenses	(1,239,671)	(263,158)
Net loss before income taxes	(8,006,826)	(10,889,639)
Provision for income taxes	27,786	2,872
Net loss	$ (8,034,612)	$ (10,892,511)
Net loss per common share:
Basic	$ (5.13)	$ (17.97)
Diluted	$ (5.13)	$ (17.97)
Weighted average number of common shares outstanding:
Basic	1,565,951	606,130
Diluted	1,565,951	606,130
Clinic Revenue [Member]
Revenue:
Total revenue	$ 2,862,574	$ 614,854
Product [Member]
Revenue:
Total revenue	$ 158,001	$ 207,342

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity (Deficit) - USD ($)	Common Stock [Member]	Preferred Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balances at Dec. 31, 2021	$ 60	$ 0	$ 46,201,642	$ (38,891,022)	$ 7,310,680
Balance, shares at Dec. 31, 2021	596,457	0
Common stock issued to directors and/or employees			484,807		484,807
Common stock issued to directors and/or employees, shares	4,360
Common stock issued for services			123,211		123,211
Common stock issued for services, shares	3,063
Proceeds from the sale of common stock, net of fees and expenses	$ 1		289,800		289,801
Proceeds from the sale of common stock, net of fees and expenses, shares	4,731
Stock options issued to directors and employees as compensation			1,616,400		1,616,400
Warrants issued with notes payable			90,000		90,000
Net loss				(10,892,511)	(10,892,511)
Balances at Dec. 31, 2022	$ 61		48,805,860	(49,783,533)	(977,612)
Balance, shares at Dec. 31, 2022	608,611
Common stock issued to directors and/or employees			56,936		56,936
Common stock issued to directors and/or employees, shares	4,269
Common stock issued for services	$ 5		287,445		287,450
Common stock issued for services, shares	50,817
Proceeds from the sale of common stock, net of fees and expenses	$ 161		5,701,784		5,701,945
Proceeds from the sale of common stock, net of fees and expenses, shares	1,617,500
Stock options issued to directors and employees as compensation			1,049,109		1,049,109
Warrants issued with notes payable			490,668		490,668
Net loss				(8,034,612)	(8,034,612)
Preferred stock issued		$ 6,000,000	(3,828,000)		2,172,000
Preferred stock issued, shares		1,200,000
Common stock issued for liability settlement	$ 2		65,196		65,198
Common stock issued for liability settlement, shares	16,250
Common stock issued with notes payable	$ 1		56,313		56,314
Common stock issued with notes payable, shares	4,167
Options exercised for cash			2,375		$ 2,375
Options exercised for cash, shares	297				297
Warrants exercised (cashless)	$ 4		(4)
Warrants exercised, shares	43,985
Prefunded warrant exercise	$ 15		23,039		23,054
Prefunded warrant exercise, shares	146,500
Rounding for reverse split
Rounding for reverse split, shares	135
Balances at Dec. 31, 2023	$ 249	$ 6,000,000	$ 52,710,721	$ (57,818,145)	$ 892,825
Balance, shares at Dec. 31, 2023	2,492,531	1,200,000

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (8,034,612)	$ (10,892,511)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash stock compensation issued for services	287,450	123,211
Non-cash stock compensation issued to directors and/or employees	56,936	484,807
Fair value of stock options issued to employees	1,049,109	1,616,401
Non-cash compensation for services	180,000	120,000
Amortization of discount on notes payable	720,128	52,644
Loss on impairment of intangible assets		132,227
Loss from equity method investment	60,270	200,558
Impairment from equity method joint venture	89,794
Loss from debt extinguishment	163,278
Depreciation and amortization	200,894	77,301
Changes in assets and liabilities:
Accounts receivable	(63,401)	(26,679)
Inventory	(905)	24,171
Prepaid expenses and other current assets	(432,093)	92,550
Accounts payable and accrued expenses	924,678	904,060
Accrued compensation	(224,011)	364,573
Deferred revenue	288,893	113,976
Other current liabilities	(226,568)
Leasehold liability	85,191	7,026
Accrued interest	121,864	1,556
Deferred tax liabilities	(1,949)	810
Net cash used in operating activities	(4,755,054)	(6,603,319)
Cash used in investing activities:
Payments to acquire property, plant, and equipment	(444,722)	(10,785)
Payments to acquire intangible assets		(1,943)
Investment in joint ventures	(8,447)	(68,489)
Payment for acquisitions	(2,041,710)
Net cash used in investing activities	(2,494,879)	(81,217)
Cash from financing activities:
Proceeds from notes payable	3,060,250	100,000
Proceeds from notes payable – related parties	100,000	700,000
Proceeds from the sale of common stock, net of offering costs	5,701,948	289,800
Proceeds from warrant exercise	23,051
Proceeds from option exercise	2,375
Principal payments on notes payable	(1,495,402)
Net cash provided by financing activities	7,392,222	1,089,800
Increase in cash and cash equivalents	142,289	(5,594,736)
Cash and cash equivalents at beginning of period	90,135	5,684,871
Cash and cash equivalents at end of period	232,424	90,135
Supplemental disclosure of cash flow information:
Interest	9,640
Taxes		800
Noncash activities:
Fair value of warrants issued with debt	490,668	90,000
Fair value of common stock issued with debt	56,314
Fair value of shares issued for settlement of liability	65,198
Initial ROU asset and lease liability	4,269,881
Fair value of Series B preferred shares issued in exchange for shares of NAYA common stock	$ 2,172,000

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 1 – Summary of Significant Accounting Policies Description of Business INVO Bioscience, Inc. (“INVO” or the “Company”) is a healthcare services fertility company dedicated to expanding the assisted reproductive technology (“ART”) marketplace by making fertility care accessible and inclusive to people around the world. The Company’s commercialization strategy is focused on the opening of dedicated “INVO Centers” offering the INVOcell and IVC procedure (with three centers in North America now operational), the acquisition of US-based, profitable in vitro fertilization (“IVF”) clinics (with one such clinic acquired in August 2023) and the sale and distribution of our technology solution into existing fertility clinics. The Company’s proprietary technology, INVOcell, is a revolutionary medical device that allows fertilization and early embryo development to take place in vivo within the woman’s body. This treatment solution is the world’s first intravaginal culture technique for the incubation of oocytes and sperm during fertilization and early embryo development. Basis of Presentation The accompanying consolidated financial statements present on a consolidated basis the accounts of the Company and its wholly owned subsidiaries and controlled affiliates. The Company presents noncontrolling interest within the equity section of its consolidated balance sheets and the amount of consolidated net income (loss) that is attributable to the Company and to the noncontrolling interest in its consolidated statement of operations. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company uses the equity method of accounting when it owns an interest in an entity whereby it can exert significant influence over but cannot control the entity’s operations. The preparation of the Company’s 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company considers events or transactions that have occurred after the consolidated balance sheet date of December 31, 2023, but prior to the filing of the consolidated financial statements with the SEC in this Annual Report on Form 10-K, 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 Annual Report on Form 10-K. Reclassifications Certain amounts in the consolidated financial statements for the prior year have been reclassified to conform to the current year presentation. These reclassifications had no impact on net earnings, financial position, or cash flows. Business Segments The Company operates in one Business Acquisitions The Company accounts for all business acquisitions at fair value and expenses acquisition costs as they are incurred. Any identifiable assets acquired and liabilities assumed are recognized and measured at their respective fair values on the acquisition date. If information about facts and circumstances existing as of the acquisition date is incomplete at the end of the reporting period in which a business acquisition occurs, the Company will report provisional amounts for the items for which the accounting is incomplete. The measurement period ends once the Company receives sufficient information to finalize the fair values; however, the period will not exceed one year from the acquisition date. Any adjustments to provisional amounts that are identified during the measurement period are recognized in the reporting period in which the adjustment amounts are determined. 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 ASC 810, Consolidation (“ASC 810”). A VIE must be consolidated by its primary beneficiary when, along with its affiliates and agents, the primary beneficiary has both: (i) the power to direct the activities that most significantly impact the VIE’s economic performance; and (ii) the obligation to absorb losses or the right to receive the benefits of the VIE that could potentially be significant to the VIE. The Company reconsiders whether an entity is still a VIE only upon certain triggering events and continually assesses its consolidated VIEs to determine if it continues to be the primary beneficiary. See “Note 3 – Variable Interest Entities” for additional information on the Company’s VIEs. Equity Method Investments Investments in unconsolidated affiliates, which the Company exerts significant influence but does not control or otherwise consolidate are accounted for using the equity method. Equity method investments are initially recorded at cost. These investments are included in investment in joint ventures in the accompanying consolidated balance sheets. The Company’s share of the profits and losses from these investments is reported in loss from equity method joint venture in the accompanying consolidated statements of operations. The Company monitors its investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating performance of the investees and records reductions in carrying values when necessary. Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required 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 consolidated financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. 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 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 10 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 $132,227 Fair Value of Financial Instruments ASC 825-10-50, “Disclosures about Fair Value of Financial Instruments,” requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. Effective January 1, 2008, the Company adopted ASC 820-10, “Fair Value Measurements”, which provides a framework for measuring fair value under GAAP. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. Income Taxes The Company is subject to income taxes in the United States and its domestic tax liabilities are subject to the allocation of expenses in multiple state jurisdictions. 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 recoverability of deferred tax assets is evaluated by assessing the adequacy of future expected taxable income from all sources, including taxable income in prior carryback years, reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. To the extent the Company does not consider it more-likely-than-not that a deferred tax asset will be recovered, a valuation allowance is established. Concentration of Credit Risk Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Corporation (“FDIC”) limits. As of December 31, 2023, the Company did not have cash balances in excess of FDIC limits. 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. Revenue generated from the sale of INVOcell is 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. Revenue generated from clinical and lab services related at the Company’s affiliated INVO Centers is typically recognized at the time the service is performed. 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 net loss 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 years ended December 31, 2023, and 2022, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. Schedule of Earnings Per Share Basic and Diluted 2023 2022 Year Ended December 31, 2023 2022 Net loss (numerator) $ (8,034,612 ) $ (10,892,511 ) Basic and diluted weighted-average number of common shares outstanding (denominator) 1,565,951 606,130 Basic and diluted net loss per common share (5.13 ) (17.97 ) The Company has excluded the following dilutive securities from the calculation of fully diluted shares outstanding because the result would have been anti-dilutive: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share 2023 2022 As of December 31, 2023 2022 Options 106,753 64,850 Convertible notes and interest 42,416 - Convertible preferred shares 1,200,000 - Unit purchase options and warrants 3,493,269 30,508 Total 4,842,438 95,358 Recently Adopted Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements, and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations.

Liquidity

Liquidity	12 Months Ended
	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Liquidity	Note 2 – Liquidity Historically, the Company has funded its cash and liquidity needs through revenue collection, equity financings, notes, and convertible notes. For the years ended December 31, 2023 and 2022, the Company incurred a net loss of approximately $ 8.0 10.9 57.8 2.8 3.0 The Company has been dependent on raising capital through debt and equity financings to meet its needs for cash used in operating and investing activities. During 2022, the Company received proceeds of $ 0.8 0.3 $3.2 5.7 Although the Company’s audited consolidated financial statements for the year ended December 31, 2023 were prepared under the assumption that it would continue operations as a going concern, the report of the Company’s independent registered public accounting firm that accompanies the Company’s consolidated financial statements for the year ended December 31, 2023 contains a going concern qualification in which such firm expressed substantial doubt about the Company’s ability to continue as a going concern, based on the consolidated financial statements at that time. Specifically, as noted above, the Company has incurred significant operating losses and the Company expects to continue to incur significant expenses and operating losses as it continues to ramp up the commercialization of INVOcell and develop new INVO Centers. These prior losses and expected future losses have had, and will continue to have, an adverse effect on the Company’s financial condition. If the Company cannot continue as a going concern, its stockholders would likely lose most or all of their investment in the Company.

Business Combinations

Business Combinations	12 Months Ended
	Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract]
Business Combinations	Note 3 – Business Combinations Wisconsin Fertility Institute On August 10, 2023, INVO, through Wood Violet Fertility LLC, a Delaware limited liability company (“Buyer”) and wholly owned subsidiary of INVO Centers LLC (“INVO CTR”), a Delaware company wholly-owned by INVO, consummated its acquisition of the Wisconsin Fertility Institute (“WFI”) for a combined purchase price of $ 10 2.5 2,150,000 350,000 528,756 $2.5 125.00 181.80 285.80 WFI is comprised of (a) a medical practice, Wisconsin Fertility and Reproductive Surgery Associates, S.C., a Wisconsin professional service corporation d/b/a Wisconsin Fertility Institute (“WFRSA”), and (b) a laboratory services company, Fertility Labs of Wisconsin, LLC, a Wisconsin limited liability company (“FLOW”). WFRSA owns, operates and manages WFI’s fertility practice that provides direct treatment to patients focused on fertility, gynecology and obstetrics care and surgical procedures, and employs physicians and other healthcare providers to deliver such services and procedures. FLOW provides WFRSA with related laboratory services. INVO purchased the non-medical assets of WFRSA and one hundred percent of FLOW’s membership interests. The Buyer and WFRSA entered into a management services agreement pursuant to which WFRSA outsourced all its non-medical activities to the Buyer. The Company’s consolidated financial statements for the year ended December 31, 2023 include WFI’s results of operations. For the year ended December 31, 2023, WFI’s results of operations are included from the acquisition date of August 10, 2023 through December 31, 2023. The Company’s consolidated financial statements reflect the preliminary purchase accounting adjustments in accordance with ASC 805 “Business Combinations”, whereby the purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated fair values on the acquisition date. The following allocation of the purchase price is as follows: Schedule of Allocation of Purchase Price Consideration given: Cash 2,150,000 Holdback 350,000 Additional payments 7,500,000 Business acquisition cost 10,000,000 Assets and liabilities acquired: FLOW intercompany receivable 528,756 Accounts receivable 214,972 Property and equipment, net 25,292 Other current assets 56,274 Tradename 253,000 Noncompetition agreement 3,961,000 Goodwill 5,878,986 Deferred revenue (389,524 ) WFRSA intercompany note (528,756 ) Total assets and liabilities acquired 10,000,000 Pro Forma Financial Information The following unaudited pro forma consolidated results of operations for the years ended December 31, 2023 and 2022 assume the acquisition was completed on January 1, 2022: Schedule of Pro Forma Financial Information 2023 2022 Year Ended December 31, 2023 2022 Pro forma revenue 6,228,171 6,201,871 Pro forma net loss (7,123,212 ) (9,208,504 ) Pro forma data does not purport to be indicative of the results that would have been obtained had these events actually occurred at the beginning of the periods presented and is not intended to be a projection of future results. The share and per share data have been retroactively reflected for the acquisition. As of December 31, 2023, the Company has $ 259,407

Variable Interest Entities

Variable Interest Entities	12 Months Ended
	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Variable Interest Entities	Note 4 – Variable Interest Entities Consolidated VIEs Bloom INVO, LLC On June 28, 2021, INVO Centers LLC, a Delaware limited liability company (“INVO CTR”) entered into a limited liability company operating agreement (the “Bloom Agreement”) with Bloom Fertility, LLC (“Bloom”) to establish a joint venture entity, formed as “Bloom INVO LLC” (the “Georgia JV”), for the purposes of commercializing INVOcell, and the related IVC procedure, through the establishment of an INVO Center, (the “Atlanta Clinic”) in the Atlanta, Georgia metropolitan area. In consideration for INVO’s commitment to contribute up to $800,000 800 $1,200,000 1,200 The responsibilities of Bloom include providing all medical services required for the operation of the Atlanta Clinic. The responsibilities of INVO CTR include providing certain funding to the Georgia JV, lab services quality management, and providing access to and being the exclusive provider of the INVOcell to the Georgia JV. INVO CTR also performs all required, industry specific compliance and accreditation functions, and product documentation for product registration. The Bloom Agreement provides Bloom with a “profits interest” in the Georgia JV and, in connection with such profits interest, states that profits and losses be allocated to its members based on a hypothetical liquidation of the Georgia JV. In such a scenario, liquidation proceeds would be distributed in the following order: (a) to INVO CTR until the difference between its capital contributions and distributions (the “Hurdle Amount”) equals $ 0 150 The Georgia JV opened to patients on September 7, 2021. The Company determined the Georgia JV is a VIE, and that the Company is its primary beneficiary because the Company has an obligation to absorb losses that are potentially significant and the Company controls the majority of the activities that impact the Georgia JV’s economic performance, specifically control of the INVOcell and lab services quality management. As a result, the Company consolidated the Georgia JV’s results with its own. As of December 31, 2023, the Company invested $ 0.9 0.5 0.2 0.6 0 Unconsolidated VIEs HRCFG INVO, LLC On March 10, 2021, INVO CTR entered into a limited liability company agreement with HRCFG, LLC (“HRCFG”) to form a joint venture for the purpose of establishing an INVO Center in Birmingham, Alabama. The name of the joint venture entity is HRCFG INVO, LLC (the “Alabama JV”). The Company also provides certain funding to the Alabama JV. Each party owns 50 The Alabama JV opened to patients on August 9, 2021. The Company determined the Alabama JV is a VIE, and that there is no primary beneficiary. As a result, the Company uses the equity method to account for its interest in the Alabama JV. As of December 31, 2023, the Company invested $ 1.4 0.03 0.3 0.02 0.2 Positib Fertility, S.A. de C.V. On September 24, 2020, INVO CTR 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 CTR and Arredondo, the “Shareholders”) under which the Shareholders will commercialize the IVC 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 opened to patients on November 1, 2021. The Company determined the Mexico JV is a VIE, and that there is no primary beneficiary. As a result, the Company uses the equity method to account for its interest in the Mexico JV. As of December 31, 2023, the Company invested $ 0.1 0.1 0.1 0.04 0.05 0.09 The following table summarizes our investments in unconsolidated VIEs: Schedule of Investments in Unconsolidated Variable Interest Entities Carrying Value as of Location Percentage Ownership December 31, 2023 December 31, 2022 HRCFG INVO, LLC Alabama, United States 50 % $ 916,248 1,106,905 Positib Fertility, S.A. de C.V. Mexico 33 % - 130,960 Total investment in unconsolidated VIEs $ 916,248 1,237,865 Earnings from investments in unconsolidated VIEs were as follows: Schedule of Earnings from Investments in Unconsolidated Variable Interest Entities 2023 2022 Year Ended December 31, 2023 2022 HRCFG INVO, LLC $ (16,293 ) (154,954 ) Positib Fertility, S.A. de C.V. (43,977 ) (45,604 ) Total earnings from unconsolidated VIEs $ (60,270 ) (200,558 ) The following tables summarize the combined unaudited financial information of our investments in unconsolidated VIEs: Schedule of Financial Information of Investments in Unconsolidated Variable Interest Entities 2023 2022 Year Ended December 31, 2023 2022 Statements of operations: Operating revenue $ 1,484,359 1,071,851 Operating expenses (1,648,890 ) (1,565,558 ) Net loss $ (164,531 ) (493,707 ) December 31, 2023 December 31, 2022 Balance sheets: Current assets $ 288,369 267,502 Long-term assets 1,026,873 1,094,490 Current liabilities (510,091 ) (396,619 ) Long-term liabilities (123,060 ) (107,374 ) Net assets $ 682,091 857,999

Agreements and Transactions wit

Agreements and Transactions with VIE’s	12 Months Ended
	Dec. 31, 2023
Agreements And Transactions With Vies
Agreements and Transactions with VIE’s	Note 5 – Agreements and Transactions with VIE’s The Company sells the INVOcell to its consolidated and unconsolidated VIEs and anticipates continuing to do so in the ordinary course of business. All intercompany transactions with consolidated entities are eliminated in the Company’s consolidated financial statements. Per ASC 323-10-35-8 the Company eliminates any sales to an unconsolidated VIE for INVOcell inventory that the VIE still has remaining on the books at period end. The following table summarizes the Company’s transactions with VIEs: Summary of Transaction with Variable Interest Entities 2023 2022 Year Ended December 31, 2023 2022 Bloom Invo, LLC INVOcell revenue $ 24,000 13,500 Unconsolidated VIEs INVOcell revenue $ 6,315 30,000 The Company had balances with VIEs as follows: Summary of Balances with Variable Interest Entities December 31, 2023 December 31, 2022 Bloom Invo, LLC Accounts receivable $ 31,500 13,500 Notes payable 482,656 468,031 Unconsolidated VIEs Accounts receivable $ 15,000 46,310

Inventory

Inventory	12 Months Ended
	Dec. 31, 2023
Inventory Disclosure [Abstract]
Inventory	Note 6 – Inventory Components of inventory are: Schedule of Inventory December 31, 2023 December 31, 2022 Raw materials $ 53,479 $ 68,723 Finished goods 211,028 194,879 Total inventory $ 264,507 $ 263,602

Property and Equipment

Property and Equipment	12 Months Ended
	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Property and Equipment	Note 7 – Property and Equipment The estimated useful lives and accumulated depreciation for equipment are as follows as of December 31, 2023, and December 31, 2022: Schedule of Estimated Useful Lives of Property and Equipment Estimated Useful Life Manufacturing equipment 6 10 Medical equipment 10 Office equipment 3 7 Schedule of Property and Equipment December 31, 2023 December 31, 2022 Manufacturing equipment $ 132,513 $ 132,513 Medical equipment 303,943 283,065 Office equipment 85,404 77,601 Leasehold improvements 538,151 96,817 Property, plant and equipment, gross 538,151 96,817 Less: accumulated depreciation (233,593 ) (153,267 ) Total equipment, net $ 826,418 $ 436,729 During each of the years ended December 31, 2023, and 2022, the Company recorded depreciation expense of $ 80,325 $75,492

Intangible Assets & Goodwill

Intangible Assets & Goodwill	12 Months Ended
	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets & Goodwill	Note 8 – Intangible Assets & Goodwill Components of intangible assets are as follows: Schedule of Finite-Lived Intangible Assets December 31, 2023 December 31, 2022 Tradename $ 253,000 $ - Noncompetition agreement 3,961,000 - Goodwill 5,878,986 - Less: accumulated amortization (120,569 ) - Total intangible assets $ 9,972,417 $ - 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 fully impaired its patents as of December 31, 2022. During the years ended December 31, 2023, and 2022, the Company recorded amortization expenses related to patents of $ 0 $1,809 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 Company fully impaired its trademarks related to the INVO name as of December 31, 2022. As part of the acquisition of Wisconsin Fertility Institute, that closed on August 10, 2023, the Company acquired tradename valued at $ 253,000 3,961,000 5,878,986 34,000 10 5 Goodwill has an indefinite useful life and is therefore not amortized.The Company reviewed and found no indicators for impairment of the intangible assets related to the acquisition of Wisconsin Fertility Institute as of December 31, 2023.

Leases

Leases	12 Months Ended
	Dec. 31, 2023
Leases
Leases	Note 9 – Leases The Company has various operating lease agreements in place for its office and joint ventures. 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 lease payments, with appropriate interest calculation. Per the terms of ASU 2016-02, 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, as of the commencement of the lease. Lease renewal options included in any lease are considered in the lease term if it is reasonably certain the Company will exercise the option to renew. The Company’s operating lease agreements do not contain any material restrictive covenants. As of December 31, 2023, the Company’s lease components included in the consolidated balance sheet were as follows: Schedule of Lease Components Lease component Balance sheet classification December 31, Assets ROU assets - operating lease Other assets $ 5,740,929 Total ROU assets $ 5,740,929 Liabilities Current operating lease liability Current liabilities $ 397,554 Long-term operating lease liability Other liabilities 5,522,090 Total lease liabilities $ 5,919,644 Future minimum lease payments as of December 31, 2023 were as follows: Schedule of Future Minimum Lease Payments 2024 616,158 2025 622,676 2026 638,469 2027 632,152 2028 and beyond 5,311,766 Total future minimum lease payments $ 7,821,221 Less: Interest (1,901,577 ) Total operating lease liabilities $ 5,919,644

Notes Payable

Notes Payable	12 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
Notes Payable	Note 10 – Notes Payable Notes payables consisted of the following: Schedule of Notes Payable December 31, 2023 December 31, 2022 Note payable. 35 100 June 29, 2028 $ 1,451,244 $ - Related party demand notes with a 10 10 880,000 770,000 Convertible notes. 10 2.25 410,000 100,000 Cash advance agreement 287,604 - Less debt discount and financing costs $ (264,932 ) $ (107,356 ) Total, net of discount 2,763,916 762,644 Related Party Demand Notes In the fourth quarter of 2022, the Company received $550,000 The JAG Notes accrue 10% annual interest from their respective dates of issuance. At maturity, the Company agreed to pay outstanding principal, a 10% financing fee and accrued interest $100,000 In consideration for subscribing to the JAG Note for $100,000 17,500 5 $10.00 In the fourth quarter of 2022, the Company received $200,000 $100,000 $60,000 $15,000 $25,000 $100,000 $75,000 $25,000 These notes accrue 10% annual interest accrues from the date of issuance. These notes are callable with 10 days prior written notice. At maturity, the Company agreed to pay outstanding principal, a 10% financing fee and accrued interest. The financing fees for all demand notes were recorded as a debt discount and as of December 31, 2023 the Company had fully amortized the discount. For the year ended December 31, 2023, the Company incurred $75,889 Jan and March 2023 Convertible Notes In January and March 2023, the Company issued $410,000 $310,000 $100,000 $10.00 $275,000 $12.00 $135,000 5 19,375 $20.00 The cumulative fair value of the warrants at issuance was $132,183 $132,183 Interest on these notes accrues at a rate of ten percent ( 10% December 31, 2023 $38,411 All amounts due under these 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 Common Stock at a fixed conversion price for the notes as described above. As of December 27, 2023, the Company secured written consent by the note holders of the Q1 23 Convertible Notes for the maturity date to be extended to June 30, 2024. As an incentive for the Q1 23 Convertible Note holders to approve the extension, the Company agreed to lower both the Q1 23 Convertible Notes fixed conversion price and the related warrant exercise price to $ 2.25 163,278 February 2023 Convertible Debentures On February 3, and February 17, 2023, the Company entered into securities purchase agreements (the “February Purchase Agreements”) with accredited investors (the “February Investors”) for the purchase of (i) convertible debentures of the Company in the aggregate original principal amount of $ 500,000 450,000 12,500 $ 15.00 4,167 The cumulative fair value of the warrants at issuance was $291,207 347,520 Pursuant to the February Debentures, interest on the February Debentures accrued at a rate of eight percent ( 8 $9,640 All amounts due under the February Debentures were convertible at any time after the issuance date, in whole or in part, at the option of the February Investors into Common Stock at an initial price of $10.40 The Company could prepay the February Debentures at any time in whole or in part by paying a sum of money equal to 105 While any portion of each February Debenture remained outstanding, if the Company received cash proceeds of more than $2,000,000 50 360,151 139,849 The February Warrants included anti-dilution protection whereby a subsequent offering priced below the February Warrants’ strike price then in effect would entitle the February Investors to a reduction of such strike price to the price of such subsequent offering and an increase in the February Warrant Shares determined by dividing the dollar amount for which the February Warrants are exercisable by such lower strike price. As a result of the $ 2.85 65,790 2.85 26,391 17,594 Standard Merchant Cash Advance On July 20, 2023, the Company entered into a Standard Merchant Cash Advance Agreement (the “Cash Advance Agreement”) with Cedar Advance LLC (“Cedar”) under which Cedar purchased $ 543,750 $375,000 $356,250 $19,419.64 543,750 465,000 On August 31, 2023, the Company refinanced the Initial Advance through the purchase by Cedar of $746,750 $515,000 $134,018 $390,892 $643,750 $674,650 $16,594 0.3 $9,277 The financing fees were recorded as a debt discount. For the year ended December 31, 2023 the Company amortized $122,279 250,721 Revenue Loan and Security Agreement On September 29, 2023, the Company, Steven Shum, as a Key Person, and the Company’s wholly-owned subsidiaries Bio X Cell, Inc, INVO CTR, Wood Violet Fertility LLC, FLOW and Orange Blossom Fertility LLC as guarantors (the “Guarantors”), entered into a Revenue Loan and Security Agreement (the “Loan Agreement”) with Decathlon Alpha V LP (the “Lender”) under which the Lender advanced a gross amount of $1,500,000 35 100 The financing fees for the RSLA Loan were recorded as a debt discount. For the year ended December 31, 2023, the Company amortized $ 790 $14,211 41,244

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 11 – Related Party Transactions In the fourth quarter of 2022, the Company received $700,000 $500,000 $100,000 $100,000 $100,000 As of December 31, 2023 the Company owed accounts payable to related parties totaling $228,907

Stockholders_ Equity

Stockholders’ Equity	12 Months Ended
	Dec. 31, 2023
Equity [Abstract]
Stockholders’ Equity	Note 12 – Stockholders’ Equity Reverse Stock Split On June 28, 2023, the Company’s board of directors approved a reverse stock split of the Company’s common stock at a ratio of 1-for-20 and also approved a proportionate decrease in its authorized common stock to 6,250,000 125,000,000 On July 26, 2023, the Company filed a certificate of change (with an effective date of July 28, 2023) 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. Increase in Authorized Common Stock On October 13, 2023, shareholders of the Company approved an increase to the number of authorized shares of the Company’s common stock from 6,250,000 50,000,000 6,250,000 50,000,000 Series A Preferred Stock On November 20, 2023, the Company filed with the Nevada Secretary of State a Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”) which sets forth the rights, preferences, and privileges of the Series A Preferred Stock (the “Series A Preferred”). One million ( 1,000,000 5.00 Each share of Series A Preferred has a stated value of $ 5.00 2.20 The Company may not effect the conversion of any shares of Series A Preferred if, after giving effect to the conversion or issuance, the holder, together with its affiliates, would beneficially own more than 9.99% of the Company’s outstanding Common Stock. Moreover, the Company may not effect the conversion of any shares of Series A Preferred if, after giving effect to the conversion or issuance, the holder, together with its affiliates, would beneficially own more than 19.99% of the Company’s outstanding Common Stock unless and until the Company receives the approval required by the applicable rules and regulations of The Nasdaq Stock Market LLC (or any subsequent trading market). Each share of Series A Preferred stock shall automatically convert into Common Stock upon the closing of a merger (the “Merger”) of INVO Merger Sub Inc., a wholly owned subsidiary of the Company and a Delaware corporation (“Merger Sub”), with and into NAYA Biosciences, Inc., a Delaware corporation (“NAYA”) pursuant to an Agreement and Plan of Merger, as amended, by and among the Company, Merger Sub, and NAYA (the “Merger Agreement”). The holders of Series A Preferred shall be entitled to receive a pro-rata portion, on an as-if converted basis, of any dividends payable on Common Stock. In the event of any voluntary or involuntary liquidation, dissolution, or winding up, or sale of the Company (other than the Merger), each holder of Series A Preferred shall be entitled to receive its pro rata portion of an aggregate payment equal to (i) $ 5.00 Other than those rights provided by law, the holders of Series A Preferred shall not have any voting rights. On December 29, 2023, the Company entered into securities purchase agreement (the “Preferred Series A SPA”) with NAYA for the purchase of 1,000,000 5.00 500,000 500,000 500,000 500,000 The SPA contains customary representations, warranties and covenants of the Company and NAYA. On January 4, 2024, the Company and NAYA closed on 100,000 500,000 On April 15, 2024, the Company and NAYA closed on additional 61,200 306,000 Series B Preferred Stock On November 20, 2023, the Company filed with the Nevada Secretary of State a Certificate of Designation of Series B Convertible Preferred Stock (the “Series B Certificate of Designation”) which sets forth the rights, preferences, and privileges of the Series B Preferred Stock (the “Series B Preferred”). One million two hundred ( 1,200,000 5.00 Each share of Series B Preferred has a stated value of $ 5.00 5.00 19.99 Each share of Series B Preferred stock shall automatically convert into Common Stock upon the closing of the Merger. The holders of Series B Preferred shall be entitled to receive a pro-rata portion, on an as-if converted basis, of any dividends payable on Common Stock. In the event of any voluntary or involuntary liquidation, dissolution, or winding up, or sale of the Company (other than the previously announced merger with NAYA), each holder of Series B Preferred shall be entitled to receive its pro rata portion of an aggregate payment equal to (i) $ 5.00 Other than those rights provided by law, the holders of Series B Preferred shall not have any voting rights. On November 19, 2023, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Cytovia Therapeutics Holdings, Inc., a Delaware corporation (“Cytovia”) for Cytovia’s acquisition of 1,200,000 shares of the Company’s newly designated Series B Preferred Stock in exchange for 163,637 shares of common stock of NAYA held by Cytovia (the “Share Exchange”). On November 20, 2023, the Company and Cytovia closed on the exchange of shares. As of December 31, 2023, the Company owns approximately 6.5 % of the outstanding shares of NAYA’s common stock and had no significant control over NAYA therefore the asset is accounted for using the fair value method. February 2023 Equity Purchase Agreement On February 3, 2023, the Company entered into an equity purchase agreement (the “ELOC”) and registration rights agreement (the “ELOC RRA”) with an accredited investor (the “Feb 3 Investor”) pursuant to which the Company has the right, but not the obligation, to direct the Feb 3 Investor to purchase up to $ 10.0 (i) in a minimum amount of not less than $25,000 and (ii) in a maximum amount of up to the lesser of (a) $750,000 or (b) 200% of the Company’s average daily trading value of the Common Stock. Also on February 3, 2023, the Company issued to the Feb 3 Investor 7,500 The obligation of the Feb 3 Investor to purchase shares of Common Stock pursuant to the ELOC ends on the earlier of (i) the date on which the purchases under the ELOC equal the Maximum Commitment Amount, (ii) 24 months after the date of the ELOC (February 3, 2025), (iii) written notice of termination by the Company, (iv) the date that the ELOC RRA is no longer effective after its initial effective date, or (v) the date that the Company commences a voluntary case or any person or entity commences a proceeding against the Company pursuant to or within the meaning of federal or state bankruptcy law, a custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a general assignment for the benefit of its creditors (the “Commitment Period”). During the Commitment Period, and subject to the shares of Common Stock underlying the ELOC be registered, the price that Feb 3 Investor will pay to purchase the shares of Common Stock that it is obligated to purchase under the ELOC shall be 97% of the “market price,” which is defined as the lesser of (i) the lowest closing price of our Common Stock during the 7 trading day-period following the clearance date associated with the applicable put notice from the Company or (ii) the lowest closing bid price of the Common Stock on the principal trading market for the Common Stock (currently, the Nasdaq Capital Market) on the trading day immediately preceding a put date. To date, the Company has not been in a position to register the shares underlying the ELOC as a result of standstill agreements related to the RD Offering and the August 2023 Offering (both as defined below). March 2023 Registered Direct Offering On March 23, 2023, INVO entered into a securities purchase agreement (the “March Purchase Agreement”) with a certain institutional investor, pursuant to which the Company agreed to issue and sell to such investor (i) in a registered direct offering (the “RD Offering”), 69,000 115,000 0.20 276,000 12.60 The March Warrant (and the shares of Common Stock issuable upon the exercise of the March Warrant) was not registered under the Securities Act and was offered pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder. The March Warrant is immediately exercisable upon issuance, will expire eight years from the date of issuance, and in certain circumstances may be exercised on a cashless basis. On March 27, 2023, the Company closed the RD Offering and March Warrant Placement, raising gross proceeds of approximately $ 3 3.5 383,879 August 2023 Public Offering On August 4, 2023, the Company, entered into securities purchase agreements (the “Purchase Agreements”) with certain institutional and other investors, pursuant to which the Company agreed to issue and sell to such investors in a public offering (the “August 2023 Offering”), 1,580,000 2.85 2.85 1,580,000 3,160,000 The Company closed the Offering on August 8, 2023, raising gross proceeds of approximately $ 4.5 $2,150,000 350,000 1,000,000 139,849 10,911 In connection with the August 2023 Offering, on August 4, 2023, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Maxim Group LLC (the “Placement Agent”), pursuant to which (i) the Placement Agent agreed to act as placement agent on a “best efforts” basis in connection with the August 2023 Offering and (ii) the Company agreed to pay the Placement Agent an aggregate fee equal to 7.0 5 110,600 3.14 The August 2023 Offering was facilitated by the Company entering into an Amendment to Securities Purchase Agreement on July 7, 2023 (the “Armistice Amendment”) with Armistice Capital Markets Ltd. to delete Section 4.12(a) of our March 23, 2023 Securities Purchase Agreement (the “Armistice SPA”) with Armistice pursuant to which we agreed that from March 23, 2023 until 45 days after the effective date of the Resale Registration Statement (as defined below) we would not (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents or (ii) file any registration statement or any amendment or supplement thereto, other than the prospectus supplement filed in connection with that offering and the Resale Registration Statement (the “Subsequent Equity Financing Provision”). In consideration of Armistice’s agreement to enter into the Armistice Amendment and delete the Subsequent Equity Financing Provision from the Armistice SPA, we agreed to pay Armistice a fee a $ 1,000,000 (the “Armistice Amendment Fee”) within two days of the closing of the August 2023 Offering. Additionally, we agreed to include a proposal in our proxy statement for our 2023 Annual Meeting of Stockholders for the purpose of obtaining the approval of the holders of a majority of our outstanding voting common stock, to effectuate the reduction of the exercise price (the “Exercise Price Reduction”) set forth in Section 2(b) of the Common Stock Purchase Warrants issued to Armistice on March 27, 2023 (the “Existing Warrants”) to the per unit public offering price of the August 2023 Offering (or $ 2.85 ), in accordance with Nasdaq Rule 5635(d) (the “Shareholder Approval”) with the recommendation of our board of directors that such proposal be approved. We also agreed to solicit proxies from our shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and that all management-appointed proxyholders shall vote their proxies in favor of such proposal. Further, if we did not obtain Shareholder Approval at the first meeting, we agree to call a meeting every six (6) months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Existing Warrants are no longer outstanding. Until such approval is obtained, the exercise price of the Existing Warrants will remain unchanged. At the annual meeting on December 26, 2023, Company shareholders approved the Exercise Price Reduction. Year Ended December 31, 2023 During 2023, the Company issued 4,269 22,202 56,936 124,476 During 2023, the Company issued 21,115 69,975 During 2023, the Company issued 297 2,375 In February 2023, the Company issued 4,167 56,313 In February 2023, the Company 7,500 93,000 In March 2023, the Company issued 69,000 2.7 In June 2023, the Company issued 115,000 23,051 On July 11, 2023, the Company issued 16,250 In August 2023, the Company issued 43,985 On August 8, 2023, the Company issued 1,580,000 4.1

Equity-Based Compensatio

Equity-Based Compensatio	12 Months Ended
	Dec. 31, 2023
Equity [Abstract]
Equity-Based Compensatio	Note 13 – Equity-Based Compensatio Equity Incentive Plans In October 2019, the Company adopted the 2019 Plan. Under the 2019 Plan, the Company’s board of directors is authorized to grant stock options to purchase Common Stock, restricted stock units, and restricted shares of Common Stock to its employees, directors, and consultants. The 2019 Plan initially provided for the issuance of 25,000 A provision in the 2019 Plan provides for an automatic annual increase equal to 6% of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year 36,498 125,000 Options granted under the 2019 Plan generally have a life of 3 10 The following table sets forth the activity of the options to purchase common stock under the 2019 Plan. Schedule of Stock Options Activity Number of Weighted Aggregate Outstanding as of December 31, 2022 64,850 $ 68.00 $ - Granted 59,048 7.74 - Exercised (297 ) 8.00 - Canceled 16,848 54.63 - Balance as of December 31, 2023 106,753 41.90 - Exercisable as of December 31, 2023 93,227 $ 54.61 $ - 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: Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions Years ended 2023 2022 Risk-free interest rate range 3.60 3.69 % 1.60 3.94 % Expected life of option-years 5.00 5.63 5.00 5.77 Expected stock price volatility 106.6 114.9 % 110.00 114.6 % 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. Schedule of Share Based Payments Arrangements Options Exercised and Options Vested Total Intrinsic Total Fair Year ended December 31, 2022 $ - $ 1,616,401 Year ended December 31, 2023 $ - $ 1,049,109 For the year ended December 31, 2023, the weighted average grant date fair value of options granted was $ 6.38 1.01 Restricted Stock and Restricted Stock Units In the year ended December 31, 2023, the Company granted 23,547 one year The following table summarizes the Company’s restricted stock awards activity under the 2019 Plan during the year ended December 31, 2023: Schedule of Aggregate Restricted Stock Awards and Restricted Stock Unit Activity Number of Unvested Shares Weighted Average Grant Date Aggregate Value of Shares Balance as of December 31, 2022 3,533 $ 8.40 $ 29,949 Granted 23,547 4.95 116,618 Vested (27,055 ) 11.60 (310,554 ) Forfeitures - - - Balance as of December 31, 2023 25 18.42 5,525 The Company recognizes stock compensation expense on a straight-line basis over the vesting period of the grant. If the restricted stock vests immediately, the corresponding stock compensation expense is recognized immediately. For the year ended December 31, 2023, the Company recognized $ 315,895

Unit Purchase Options and Warra

Unit Purchase Options and Warrants	12 Months Ended
	Dec. 31, 2023
Unit Purchase Options And Warrants
Unit Purchase Options and Warrants	Note 14 – Unit Purchase Options and Warrants The following table sets forth the activity of unit purchase options: Schedule of Unit Purchase Option Activity Number of Weighted Aggregate Outstanding as of December 31, 2022 4,649 $ 64.00 $ - Granted - - - Exercised - - - Canceled - - - Balance as of December 31, 2023 4,649 64.00 - The following table sets forth the activity of warrants: Schedule of Warrants Activity Number of Weighted Aggregate Outstanding as of December 31, 2022 25,884 $ 30.20 $ - Granted 3,643,526 3.63 - Exercised (180,790 ) 1.16 - Canceled - - - Balance as of December 31, 2023 3,488,620 $ 3.95 $ - Warrants related to Jan and March 2023 Convertible Notes In January and March 2023, the Company issued 5 19,375 20.00 2.25 163,278 Warrants related to February 2023 Convertible Debentures On February 3, and February 17, 2023, the Company issued warrants (the “February Warrants”) to purchase 12,500 15.00 The February Warrants included anti-dilution protection whereby a subsequent offering priced below the February Warrants’ strike price then in effect would entitle the February Investors to a reduction of such strike price to the price of such subsequent offering and an increase in the February Warrant Shares determined by dividing the dollar amount for which the February Warrants are exercisable by such lower strike price. As a result of the $ 2.85 65,790 2.85 26,391 17,594 Warrants related to March 2023 Registered Direct Offering On March 23, 2023, INVO entered into a securities purchase agreement (the “March Purchase Agreement”) with a certain institutional investor, pursuant to which the Company agreed to issue and sell to such investor (i) in a registered direct offering (the “RD Offering”), 69,000 115,000 0.20 276,000 12.60 The March Warrant (and the shares of Common Stock issuable upon the exercise of the March Warrant) was not registered under the Securities Act and was offered pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder. The March Warrant is immediately exercisable upon issuance, will expire eight years from the date of issuance, and in certain circumstances may be exercised on a cashless basis. On July 7, 2023, we entered into an Amendment to Securities Purchase Agreement (the “Armistice Amendment”) with Armistice Capital Markets Ltd. to delete Section 4.12(a) of our March 23, 2023 Securities Purchase Agreement (the “Armistice SPA”) with Armistice pursuant to which we agreed that from March 23, 2023 until 45 days after the effective date of the Resale Registration Statement (as defined below) we would not (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of common stock or Common Stock Equivalents or (ii) file any registration statement or any amendment or supplement thereto, other than the prospectus supplement filed in connection with that offering and the Resale Registration Statement (the “Subsequent Equity Financing Provision”). In consideration of Armistice’s agreement to enter into the Armistice Amendment and delete the Subsequent Equity Financing Provision from the Armistice SPA, we agreed to pay Armistice a fee a $ 1,000,000 2.85 On December 26, 2023, INVO held its 2023 annual meeting of stockholders (the “2023 Annual Meeting”) whereby INVO’s stockholders voted on and approved the Exercise Price Reduction. Warrants related to August 2023 Public Offering On August 4, 2023, the Company, entered into securities purchase agreements (the “Purchase Agreements”) with certain institutional and other investors, pursuant to which the Company agreed to issue and sell to such investors in a public offering (the “August 2023 Offering”), 1,580,000 2.85 2.85 1,580,000 3,160,000 In connection with the August 2023 Offering, on August 4, 2023, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Maxim Group LLC (the “Placement Agent”), pursuant to which (i) the Placement Agent agreed to act as placement agent on a “best efforts” basis in connection with the August 2023 Offering and (ii) the Company agreed to pay the Placement Agent an aggregate fee equal to 7.0 5 110,600 3.14

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Note 15 – Income Taxes The provision for income taxes consists of the following for the years ended December 31, 2023, and 2022: Schedule of Components of Income Tax Expense (Benefit) 2023 2022 December 31 2023 2022 Federal income taxes: Current $ - $ - Deferred (860 ) 315 Total federal income taxes (860 ) 315 State income taxes: Current 29,735 2,062 Deferred (1,089 ) 496 Total state income taxes 28,646 2,558 Total income taxes $ 27,786 $ 2,872 The effective income tax rate is lower than the U.S. federal and state statutory rates primarily because of the valuation allowance and, to a lesser extent, permanent items. A reconciliation of the 2023 and 2022 federal statutory rate as compared to the effective income tax rate is as follows: Schedule of Effective Income Tax Rate Reconciliation December 31 2023 2022 Pre-Tax Book Income at Statutory Rate $ (1,519,297 ) 21.00 % $ (2,202,718 ) 21.00 % State Tax Expense, net 23,719 -0.33 % 1,629 -0.02 % Permanent Items 226,420 -3.13 % 348,768 -3.33 % Hanging Credit - 0.00 % 811 -0.01 True-Ups (1,949 ) 0.03 % (36,554 ) 0.35 % Change in Federal Valuation Allowance 1,298,892 -17.95 % 1,890,936 -18.03 % Total Expense $ 27,786 -0.38 % $ 2,872 -0.03 % Deferred income taxes reflect the net effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax. Significant components of the deferred tax assets and liabilities as of December 31, 2023 and 2022, are as follows: Schedule of Deferred Tax Assets and Liabilities December 31 2023 2022 Deferred tax assets: Accrued Compensation $ 195,584 $ 243,056 Amortization of Discount Notes Payable 154,349 - Lease (ASC 842) 1,210,592 342,254 Charitable Contributions 2,771 2,771 Stock Option Expense 140,699 117,099 Restricted Stock Unit 265,038 62,090 Net Operating Losses 10,255,137 8,395,160 Org Costs 81,255 81,255 -IRC Sec. 174 Expense 204,864 275,519 Investment in HRCFG INVO, LLC (272,459 ) 123,217 Equity in earnings - Positib (24,054 ) 19,950 Gross deferred tax assets 12,213,777 9,662,371 Deferred tax liabilities: Fixed Assets (18,733 ) (21,560 ) ROU Lease (ASC 842) (1,177,701 ) (327,946 ) Trademark Amortization (5,858 ) (5,858 ) Deferred Revenue (47 ) (47 ) Tax Amortization of Org Cost (24,912 ) (7,222 ) Gain/Loss on sale of assets (2,561 ) (2,561 ) Gross deferred tax liability (1,114,418 ) (365,194 ) Less: valuation allowance (11,099,358 ) (9,299,126 ) Net deferred tax liability $ - $ (1,949 ) The Company recorded a full valuation allowance against its net deferred tax asset at December 31, 2023 and 2022 totaling $ 11.1 9.3 0 ($1,949) As of December 31, 2023, the Company has federal net operating loss carryforwards of approximately $ 32.9 10.2 22.7 21.9 3.5 18.4

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 16 – Commitments and Contingencies Insurance The Company’s insurance coverage is carried with third-party insurers and includes: (i) general liability insurance covering third-party exposures; (ii) statutory workers’ compensation insurance; (iv) excess liability insurance above the established primary limits for general liability and automobile liability insurance; (v) property insurance, which covers the replacement value of real and personal property and includes business interruption; and (vi) insurance covering our directors and officers for acts related to our business activities. All coverage is subject to certain limits and deductibles, the terms and conditions of which are common for companies with similar types of operations. Legal Matters The Company is not currently subject to any material legal proceedings; however, it could be subject to legal proceedings and claims from time to time in the ordinary course of its business, or legal proceedings it considered immaterial may in the future become material. Regardless of the outcome, litigation can, among other things, be time consuming and expensive to resolve, and can divert management resources. NAYA Biosciences Merger Agreement On October 22, 2023, the Company, INVO Merger Sub Inc., a wholly owned subsidiary of the Company and a Delaware corporation (“Merger Sub”), and NAYA Biosciences, Inc., a Delaware corporation (“NAYA”), entered into an Agreement and Plan of Merger, as amended on October 25, 2023 (the “Merger Agreement”). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge (the “Merger”) with and into NAYA, with NAYA continuing as the surviving corporation and a wholly owned subsidiary of the Company. At the effective time and as a result of the Merger, each share of Class A common stock, par value $ 0.000001 7.33333 0.0001 18,150,000 Immediately following the effective time of the Merger, Dr. Daniel Teper, NAYA’s current chairman and chief executive officer, will be named chairman and chief executive officer of the Company, and the board of directors will be comprised of at least nine (9) directors, of which (i) one shall be Steven Shum, INVO’s current chief executive officer, and (ii) eight shall be identified by NAYA, of which seven (7) shall be independent directors. The completion of the Merger is subject to satisfaction or waiver of certain customary mutual closing conditions, including (1) the adoption of the Merger Agreement by the stockholders of the Company and NAYA, (2) the absence of any injunction or other order issued by a court of competent jurisdiction or applicable law or legal prohibition prohibiting or making illegal the consummation of the Merger, (3) the completion of due diligence, (4) the completion of a private sale of the Company’s preferred stock at a price per share of $ 5.00 2,000,000 5,000,000 5.00 The Merger Agreement contains termination rights for each of the Company and NAYA, including, among others: (1) if the consummation of the Merger does not occur on or before December 31, 2023 (the “End Date”) (which has since been extended to April 30, 20204), except that any party whose material breach of the Merger Agreement caused or was the primary contributing factor that resulted in the failure of the Merger to be consummated on or before the End Date, (2) if any governmental authority has enacted any law or order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Merger, and (3) if the required vote of the stockholders of either the Company or NAYA has not been obtained. The Merger Agreement contains additional termination rights for NAYA, including, among others: (1) if the Company materially breaches its non-solicitation obligations or fails to take all action necessary to hold a stockholder meeting to approve the transactions contemplated by the Merger Agreement, (2) if the aggregate of the liabilities of the Company, excluding certain specified liabilities, exceed $ 5,000,000 If all of NAYA’s conditions to closing are satisfied or waived and NAYA fails to consummate the Merger, NAYA would be required to pay the Company a termination fee of $ 1,000,000 1,000,000 On December 27, 2023, the Company entered into second amendment (“Second Amendment”) to the Merger Agreement. Pursuant to the Second Amendment, the parties agreed to extend the End Date to April 30, 2024. The parties further agreed to modify the closing condition for the Interim PIPE from a private offering of shares of Company common stock at a price that is a premium to the market price of the Company common stock in an estimated amount of $ 5,000,000 5.00 2,000,000 The parties further agreed to the following schedule (the “Minimum Interim Pipe Schedule”) for the initial $2,000,000: (1) $500,000 no later than December 29, 2023, (2) $500,000 no later than January 19, 2024, (3) $500,000 no later than February 2, 2024, and (4) $500,000 no later than February 16, 2024. 806,000

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 17 – Subsequent Events NAYA Securities Purchase Agreement On January 4, 2024, the Company and NAYA closed on 100,000 shares of Series A Preferred Stock in the first tranche of Preferred Series A SPA for gross proceeds of $ 500,000 . On April 15 61,200 306,000 Consulting Shares In February 2024, the Company issued 125,500 Future Receipts Agreement On February 26, 2024, the Company finalized an Agreement for the Purchase and Sale of Future Receipts (the “Future Receipts Agreement”) with a buyer (the “Buyer”) under which the Buyer purchased $ 344,925 236,250 225,000 13,797 Triton Purchase Agreement On March 27, 2024, the Company entered into a purchase agreement (the “Triton Purchase Agreement”) with Triton Funds LP (“Triton”), pursuant to which the Company agreed to sell, and Triton agreed to purchase, upon the Company’s request in one or more transactions, up to 1,000,000 0.0001 850,000 0.85 The purchase agreement expires upon the earlier of the sale of all 1,000,000 shares of the Company’s common stock or December 31, 2024 Among other limitations, unless otherwise agreed upon by Triton, each individual sale of shares of common stock will be limited to no more than the number of shares of common stock that would result in the direct or indirect beneficial ownership by Triton of more than 9.99% of the then-outstanding shares of common stock. In addition, the total cumulative number of shares of common stock that may be issued to Triton under the Triton Purchase Agreement may not exceed the requirements of Nasdaq Listing Rule 5635(d), except that such limitation will not apply in the event the Company obtains stockholder approval of the shares of common stock to be issued under the Triton Purchase Agreement, if necessary, in accordance with the requirements of Nasdaq Listing Rule 5635(d). The Triton Purchase Agreement provides that the Company will file a prospectus supplement (the “Prospectus Supplement”) to its Registration Statement on Form S-3, which was declared effective on April 16, 2021 (File No. 333-255096) (the “Base Registration Statement”), covering the offering and sale of the shares of common stock to Triton pursuant to the Triton Purchase Agreement. Triton’s obligation to purchase shares of common stock under the Triton Purchase Agreement is conditioned upon, among other things, the filing of the Prospectus Supplement and the Base Registration Statement remaining effective. The Triton Purchase Agreement contains customary representations, warranties, and covenants by each of the Company and Triton. Actual sales of shares of common stock to Triton will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the common stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations. Triton has no right to require any sales of shares of common stock by the Company but is obligated to make purchases of shares of common stock from the Company from time to time, pursuant to directions from the Company, in accordance with the Triton Purchase Agreement. During the term of the Triton Purchase Agreement, Triton has covenanted not to cause or engage in any short selling of shares of common stock. On March 27, 2024, the Company sold to Triton private placement warrants to purchase up to 1,000,000 2.00 On March 27, 2024, the Company delivered a purchase notice for 260,000 260,000 185,000 75,000 FirstFire Securities Purchase Agreement On April 5, 2024, the Company entered into a purchase agreement (the “FirstFire Purchase Agreement”) with FirstFire Global Opportunities Fund, LLC (“FirstFire”), pursuant to which FirstFire agreed to purchase, and the Company agreed to issue and sell, (i) a promissory note with an aggregate principal amount of $275,000.00, which is convertible into shares of the Company’s common stock, according to the terms, conditions, and limitations outlined in the note (the “FirstFire Note”), (ii) a warrant (the “First Warrant”) to purchase 229,167 shares (the “First Warrant Shares”) of the Company’s common stock at an exercise price of $1.20 per share, (iii) a warrant (the “Second Warrant”) to purchase 500,000 shares (the “Second Warrant Shares”) of common stock at an exercise price of $0.01 issued to FirstFire, and (iv) 50,000 shares of common stock (the “Commitment Shares”), for a purchase price of $250,000. 25,000 Among other limitations, the total cumulative number of shares of common stock that may be issued to FirstFire under the FirstFire Purchase Agreement may not exceed the requirements of Nasdaq Listing Rule 5635(d), except that such limitation will not apply in the event the Company obtains stockholder approval of the shares of common stock to be issued under the Purchase Agreement, if necessary, in accordance with the requirements of Nasdaq Listing Rule 5635(d). The Company has agreed to hold a meeting for the purpose of obtaining this stockholder approval within nine (9) months of the date of the FirstFire Purchase Agreement. The FirstFire Purchase Agreement contains customary representations, warranties, and covenants by each of the Company and FirstFire. Among other covenants of the parties, the Company granted FirstFire the right to participate in any subsequent placement of securities until the earlier of eighteen (18) months after the date of the FirstFire Purchase Agreement or extinguishment of the FirstFire Note. The Company has also granted customary “piggy-back” registration rights to FirstFire with respect to the shares of common stock underlying the FirstFire Note (the “Conversion Shares”), the First Warrant Shares, the Second Warrant Shares, and the Commitment Shares. FirstFire has covenanted not to cause or engage in any short selling of shares of common stock until the FirstFire Note is fully repaid. The following sets forth the material terms of the FirstFire Note, the First Warrant, and the Second Warrant. FirstFire Note Interest and Maturity 12 33,000.00 Conversion 1.00 The FirstFire Note may not be converted and Conversion Shares may not be issued under the FirstFire Note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding common stock. In addition to the beneficial ownership limitations in the FirstFire Note, the number of shares of common stock that may be issued under the FirstFire Note, the First Warrant, the Second Warrant, and under the FirstFire Purchase Agreement (including the Commitment Shares) is limited to 19.99% of the outstanding common stock as of April 5, 2024 (the “Exchange Cap”, which is equal to 523,344 shares of common stock, subject to adjustment as described in the FirstFire Purchase Agreement), unless stockholder approval is obtained by the Company to issue more than the Exchange Cap. Prepayment Future Proceeds 1,500,000 1,000,000 Covenants Events of Default The FirstFire Note is subject to, and governed by, the terms and conditions of the FirstFire Purchase Agreement. First Warrant The First Warrant grants the holder thereof the right to purchase up to 229,167 1.20 Exercisability Exercise Limitation Trading Market Regulation the Company may not issue any First Warrant Shares upon the exercise of the First Warrants if the issuance of such First Warrant Shares, (taken together with the issuance of any shares held by or issuable to the holder under the FirstFire Purchase Agreement or any other agreement with the Company) would exceed the aggregate number of shares which the Company may issue without breaching 523,344 shares (19.9% of the Company’s outstanding common stock) or any of the Company’s obligations under the rules or regulations of Nasdaq. Exercise Price Adjustment Fundamental Transactions Rights as a Stockholder Second Warrant The Second Warrant grants the holder thereof the right to purchase up to 500,000 0.01 Exercisability Exercise Limitation Trading Market Regulation the Company may not issue any Second Warrant Shares upon the exercise of the Second Warrants if the issuance of such Second Warrant Shares, (taken together with the issuance of any shares held by or issuable to the holder under the FirstFire Purchase Agreement or any other agreement with the Company) would exceed the aggregate number of shares which the Company may issue without breaching 523,344 shares (19.9% of the Company’s outstanding common stock) or any of the Company’s obligations under the rules or regulations of Nasdaq. Exercise Price Adjustment Fundamental Transactions Rights as a Stockholder

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Description of Business	Description of Business INVO Bioscience, Inc. (“INVO” or the “Company”) is a healthcare services fertility company dedicated to expanding the assisted reproductive technology (“ART”) marketplace by making fertility care accessible and inclusive to people around the world. The Company’s commercialization strategy is focused on the opening of dedicated “INVO Centers” offering the INVOcell and IVC procedure (with three centers in North America now operational), the acquisition of US-based, profitable in vitro fertilization (“IVF”) clinics (with one such clinic acquired in August 2023) and the sale and distribution of our technology solution into existing fertility clinics. The Company’s proprietary technology, INVOcell, is a revolutionary medical device that allows fertilization and early embryo development to take place in vivo within the woman’s body. This treatment solution is the world’s first intravaginal culture technique for the incubation of oocytes and sperm during fertilization and early embryo development.
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements present on a consolidated basis the accounts of the Company and its wholly owned subsidiaries and controlled affiliates. The Company presents noncontrolling interest within the equity section of its consolidated balance sheets and the amount of consolidated net income (loss) that is attributable to the Company and to the noncontrolling interest in its consolidated statement of operations. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company uses the equity method of accounting when it owns an interest in an entity whereby it can exert significant influence over but cannot control the entity’s operations. The preparation of the Company’s 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company considers events or transactions that have occurred after the consolidated balance sheet date of December 31, 2023, but prior to the filing of the consolidated financial statements with the SEC in this Annual Report on Form 10-K, 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 Annual Report on Form 10-K.
Reclassifications	Reclassifications Certain amounts in the consolidated financial statements for the prior year have been reclassified to conform to the current year presentation. These reclassifications had no impact on net earnings, financial position, or cash flows.
Business Segments	Business Segments The Company operates in one
Business Acquisitions	Business Acquisitions The Company accounts for all business acquisitions at fair value and expenses acquisition costs as they are incurred. Any identifiable assets acquired and liabilities assumed are recognized and measured at their respective fair values on the acquisition date. If information about facts and circumstances existing as of the acquisition date is incomplete at the end of the reporting period in which a business acquisition occurs, the Company will report provisional amounts for the items for which the accounting is incomplete. The measurement period ends once the Company receives sufficient information to finalize the fair values; however, the period will not exceed one year from the acquisition date. Any adjustments to provisional amounts that are identified during the measurement period are recognized in the reporting period in which the adjustment amounts are determined.
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 ASC 810, Consolidation (“ASC 810”). A VIE must be consolidated by its primary beneficiary when, along with its affiliates and agents, the primary beneficiary has both: (i) the power to direct the activities that most significantly impact the VIE’s economic performance; and (ii) the obligation to absorb losses or the right to receive the benefits of the VIE that could potentially be significant to the VIE. The Company reconsiders whether an entity is still a VIE only upon certain triggering events and continually assesses its consolidated VIEs to determine if it continues to be the primary beneficiary. See “Note 3 – Variable Interest Entities” for additional information on the Company’s VIEs.
Equity Method Investments	Equity Method Investments Investments in unconsolidated affiliates, which the Company exerts significant influence but does not control or otherwise consolidate are accounted for using the equity method. Equity method investments are initially recorded at cost. These investments are included in investment in joint ventures in the accompanying consolidated balance sheets. The Company’s share of the profits and losses from these investments is reported in loss from equity method joint venture in the accompanying consolidated statements of operations. The Company monitors its investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating performance of the investees and records reductions in carrying values when necessary.
Use of Estimates	Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required 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 consolidated financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.
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 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 10
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 $132,227
Fair Value of Financial Instruments	Fair Value of Financial Instruments ASC 825-10-50, “Disclosures about Fair Value of Financial Instruments,” requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. Effective January 1, 2008, the Company adopted ASC 820-10, “Fair Value Measurements”, which provides a framework for measuring fair value under GAAP. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs.
Income Taxes	Income Taxes The Company is subject to income taxes in the United States and its domestic tax liabilities are subject to the allocation of expenses in multiple state jurisdictions. 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 recoverability of deferred tax assets is evaluated by assessing the adequacy of future expected taxable income from all sources, including taxable income in prior carryback years, reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. To the extent the Company does not consider it more-likely-than-not that a deferred tax asset will be recovered, a valuation allowance is established.
Concentration of Credit Risk	Concentration of Credit Risk Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Corporation (“FDIC”) limits. As of December 31, 2023, the Company did not have cash balances in excess of FDIC limits.
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. Revenue generated from the sale of INVOcell is 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. Revenue generated from clinical and lab services related at the Company’s affiliated INVO Centers is typically recognized at the time the service is performed.
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 net loss 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 years ended December 31, 2023, and 2022, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. Schedule of Earnings Per Share Basic and Diluted 2023 2022 Year Ended December 31, 2023 2022 Net loss (numerator) $ (8,034,612 ) $ (10,892,511 ) Basic and diluted weighted-average number of common shares outstanding (denominator) 1,565,951 606,130 Basic and diluted net loss per common share (5.13 ) (17.97 ) The Company has excluded the following dilutive securities from the calculation of fully diluted shares outstanding because the result would have been anti-dilutive: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share 2023 2022 As of December 31, 2023 2022 Options 106,753 64,850 Convertible notes and interest 42,416 - Convertible preferred shares 1,200,000 - Unit purchase options and warrants 3,493,269 30,508 Total 4,842,438 95,358
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements, and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Schedule of Earnings Per Share Basic and Diluted	Schedule of Earnings Per Share Basic and Diluted 2023 2022 Year Ended December 31, 2023 2022 Net loss (numerator) $ (8,034,612 ) $ (10,892,511 ) Basic and diluted weighted-average number of common shares outstanding (denominator) 1,565,951 606,130 Basic and diluted net loss per common share (5.13 ) (17.97 )
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: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share 2023 2022 As of December 31, 2023 2022 Options 106,753 64,850 Convertible notes and interest 42,416 - Convertible preferred shares 1,200,000 - Unit purchase options and warrants 3,493,269 30,508 Total 4,842,438 95,358

Business Combinations (Tables)

Business Combinations (Tables)	12 Months Ended
	Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract]
Schedule of Allocation of Purchase Price	The following allocation of the purchase price is as follows: Schedule of Allocation of Purchase Price Consideration given: Cash 2,150,000 Holdback 350,000 Additional payments 7,500,000 Business acquisition cost 10,000,000 Assets and liabilities acquired: FLOW intercompany receivable 528,756 Accounts receivable 214,972 Property and equipment, net 25,292 Other current assets 56,274 Tradename 253,000 Noncompetition agreement 3,961,000 Goodwill 5,878,986 Deferred revenue (389,524 ) WFRSA intercompany note (528,756 ) Total assets and liabilities acquired 10,000,000
Schedule of Pro Forma Financial Information	The following unaudited pro forma consolidated results of operations for the years ended December 31, 2023 and 2022 assume the acquisition was completed on January 1, 2022: Schedule of Pro Forma Financial Information 2023 2022 Year Ended December 31, 2023 2022 Pro forma revenue 6,228,171 6,201,871 Pro forma net loss (7,123,212 ) (9,208,504 )

Variable Interest Entities (Tab

Variable Interest Entities (Tables)	12 Months Ended
	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of Investments in Unconsolidated Variable Interest Entities	The following table summarizes our investments in unconsolidated VIEs: Schedule of Investments in Unconsolidated Variable Interest Entities Carrying Value as of Location Percentage Ownership December 31, 2023 December 31, 2022 HRCFG INVO, LLC Alabama, United States 50 % $ 916,248 1,106,905 Positib Fertility, S.A. de C.V. Mexico 33 % - 130,960 Total investment in unconsolidated VIEs $ 916,248 1,237,865
Schedule of Earnings from Investments in Unconsolidated Variable Interest Entities	Earnings from investments in unconsolidated VIEs were as follows: Schedule of Earnings from Investments in Unconsolidated Variable Interest Entities 2023 2022 Year Ended December 31, 2023 2022 HRCFG INVO, LLC $ (16,293 ) (154,954 ) Positib Fertility, S.A. de C.V. (43,977 ) (45,604 ) Total earnings from unconsolidated VIEs $ (60,270 ) (200,558 )
Schedule of Financial Information of Investments in Unconsolidated Variable Interest Entities	The following tables summarize the combined unaudited financial information of our investments in unconsolidated VIEs: Schedule of Financial Information of Investments in Unconsolidated Variable Interest Entities 2023 2022 Year Ended December 31, 2023 2022 Statements of operations: Operating revenue $ 1,484,359 1,071,851 Operating expenses (1,648,890 ) (1,565,558 ) Net loss $ (164,531 ) (493,707 ) December 31, 2023 December 31, 2022 Balance sheets: Current assets $ 288,369 267,502 Long-term assets 1,026,873 1,094,490 Current liabilities (510,091 ) (396,619 ) Long-term liabilities (123,060 ) (107,374 ) Net assets $ 682,091 857,999

Agreements and Transactions w_2

Agreements and Transactions with VIE’s (Tables)	12 Months Ended
	Dec. 31, 2023
Agreements And Transactions With Vies
Summary of Transaction with Variable Interest Entities	The following table summarizes the Company’s transactions with VIEs: Summary of Transaction with Variable Interest Entities 2023 2022 Year Ended December 31, 2023 2022 Bloom Invo, LLC INVOcell revenue $ 24,000 13,500 Unconsolidated VIEs INVOcell revenue $ 6,315 30,000
Summary of Balances with Variable Interest Entities	The Company had balances with VIEs as follows: Summary of Balances with Variable Interest Entities December 31, 2023 December 31, 2022 Bloom Invo, LLC Accounts receivable $ 31,500 13,500 Notes payable 482,656 468,031 Unconsolidated VIEs Accounts receivable $ 15,000 46,310

Inventory (Tables)

Inventory (Tables)	12 Months Ended
	Dec. 31, 2023
Inventory Disclosure [Abstract]
Schedule of Inventory	Components of inventory are: Schedule of Inventory December 31, 2023 December 31, 2022 Raw materials $ 53,479 $ 68,723 Finished goods 211,028 194,879 Total inventory $ 264,507 $ 263,602

Property and Equipment (Tables)

Property and Equipment (Tables)	12 Months Ended
	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Schedule of Estimated Useful Lives of Property and Equipment	The estimated useful lives and accumulated depreciation for equipment are as follows as of December 31, 2023, and December 31, 2022: Schedule of Estimated Useful Lives of Property and Equipment Estimated Useful Life Manufacturing equipment 6 10 Medical equipment 10 Office equipment 3 7
Schedule of Property and Equipment	Schedule of Property and Equipment December 31, 2023 December 31, 2022 Manufacturing equipment $ 132,513 $ 132,513 Medical equipment 303,943 283,065 Office equipment 85,404 77,601 Leasehold improvements 538,151 96,817 Property, plant and equipment, gross 538,151 96,817 Less: accumulated depreciation (233,593 ) (153,267 ) Total equipment, net $ 826,418 $ 436,729

Intangible Assets & Goodwill (T

Intangible Assets & Goodwill (Tables)	12 Months Ended
	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Finite-Lived Intangible Assets	Components of intangible assets are as follows: Schedule of Finite-Lived Intangible Assets December 31, 2023 December 31, 2022 Tradename $ 253,000 $ - Noncompetition agreement 3,961,000 - Goodwill 5,878,986 - Less: accumulated amortization (120,569 ) - Total intangible assets $ 9,972,417 $ -

Leases (Tables)

Leases (Tables)	12 Months Ended
	Dec. 31, 2023
Leases
Schedule of Lease Components	As of December 31, 2023, the Company’s lease components included in the consolidated balance sheet were as follows: Schedule of Lease Components Lease component Balance sheet classification December 31, Assets ROU assets - operating lease Other assets $ 5,740,929 Total ROU assets $ 5,740,929 Liabilities Current operating lease liability Current liabilities $ 397,554 Long-term operating lease liability Other liabilities 5,522,090 Total lease liabilities $ 5,919,644
Schedule of Future Minimum Lease Payments	Future minimum lease payments as of December 31, 2023 were as follows: Schedule of Future Minimum Lease Payments 2024 616,158 2025 622,676 2026 638,469 2027 632,152 2028 and beyond 5,311,766 Total future minimum lease payments $ 7,821,221 Less: Interest (1,901,577 ) Total operating lease liabilities $ 5,919,644

Notes Payable (Tables)

Notes Payable (Tables)	12 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
Schedule of Notes Payable	Notes payables consisted of the following: Schedule of Notes Payable December 31, 2023 December 31, 2022 Note payable. 35 100 June 29, 2028 $ 1,451,244 $ - Related party demand notes with a 10 10 880,000 770,000 Convertible notes. 10 2.25 410,000 100,000 Cash advance agreement 287,604 - Less debt discount and financing costs $ (264,932 ) $ (107,356 ) Total, net of discount 2,763,916 762,644

Equity-Based Compensatio (Table

Equity-Based Compensatio (Tables)	12 Months Ended
	Dec. 31, 2023
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. Schedule of Stock Options Activity Number of Weighted Aggregate Outstanding as of December 31, 2022 64,850 $ 68.00 $ - Granted 59,048 7.74 - Exercised (297 ) 8.00 - Canceled 16,848 54.63 - Balance as of December 31, 2023 106,753 41.90 - Exercisable as of December 31, 2023 93,227 $ 54.61 $ -
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: Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions Years ended 2023 2022 Risk-free interest rate range 3.60 3.69 % 1.60 3.94 % Expected life of option-years 5.00 5.63 5.00 5.77 Expected stock price volatility 106.6 114.9 % 110.00 114.6 % Expected dividend yield - % - %
Schedule of Share Based Payments Arrangements Options Exercised and Options Vested	Schedule of Share Based Payments Arrangements Options Exercised and Options Vested Total Intrinsic Total Fair Year ended December 31, 2022 $ - $ 1,616,401 Year ended December 31, 2023 $ - $ 1,049,109
Schedule of Aggregate Restricted Stock Awards and Restricted Stock Unit Activity	The following table summarizes the Company’s restricted stock awards activity under the 2019 Plan during the year ended December 31, 2023: Schedule of Aggregate Restricted Stock Awards and Restricted Stock Unit Activity Number of Unvested Shares Weighted Average Grant Date Aggregate Value of Shares Balance as of December 31, 2022 3,533 $ 8.40 $ 29,949 Granted 23,547 4.95 116,618 Vested (27,055 ) 11.60 (310,554 ) Forfeitures - - - Balance as of December 31, 2023 25 18.42 5,525

Unit Purchase Options and War_2

Unit Purchase Options and Warrants (Tables)	12 Months Ended
	Dec. 31, 2023
Unit Purchase Options And Warrants
Schedule of Unit Purchase Option Activity	The following table sets forth the activity of unit purchase options: Schedule of Unit Purchase Option Activity Number of Weighted Aggregate Outstanding as of December 31, 2022 4,649 $ 64.00 $ - Granted - - - Exercised - - - Canceled - - - Balance as of December 31, 2023 4,649 64.00 -
Schedule of Warrants Activity	The following table sets forth the activity of warrants: Schedule of Warrants Activity Number of Weighted Aggregate Outstanding as of December 31, 2022 25,884 $ 30.20 $ - Granted 3,643,526 3.63 - Exercised (180,790 ) 1.16 - Canceled - - - Balance as of December 31, 2023 3,488,620 $ 3.95 $ -

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Schedule of Components of Income Tax Expense (Benefit)	The provision for income taxes consists of the following for the years ended December 31, 2023, and 2022: Schedule of Components of Income Tax Expense (Benefit) 2023 2022 December 31 2023 2022 Federal income taxes: Current $ - $ - Deferred (860 ) 315 Total federal income taxes (860 ) 315 State income taxes: Current 29,735 2,062 Deferred (1,089 ) 496 Total state income taxes 28,646 2,558 Total income taxes $ 27,786 $ 2,872
Schedule of Effective Income Tax Rate Reconciliation	The effective income tax rate is lower than the U.S. federal and state statutory rates primarily because of the valuation allowance and, to a lesser extent, permanent items. A reconciliation of the 2023 and 2022 federal statutory rate as compared to the effective income tax rate is as follows: Schedule of Effective Income Tax Rate Reconciliation December 31 2023 2022 Pre-Tax Book Income at Statutory Rate $ (1,519,297 ) 21.00 % $ (2,202,718 ) 21.00 % State Tax Expense, net 23,719 -0.33 % 1,629 -0.02 % Permanent Items 226,420 -3.13 % 348,768 -3.33 % Hanging Credit - 0.00 % 811 -0.01 True-Ups (1,949 ) 0.03 % (36,554 ) 0.35 % Change in Federal Valuation Allowance 1,298,892 -17.95 % 1,890,936 -18.03 % Total Expense $ 27,786 -0.38 % $ 2,872 -0.03 %
Schedule of Deferred Tax Assets and Liabilities	Deferred income taxes reflect the net effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax. Significant components of the deferred tax assets and liabilities as of December 31, 2023 and 2022, are as follows: Schedule of Deferred Tax Assets and Liabilities December 31 2023 2022 Deferred tax assets: Accrued Compensation $ 195,584 $ 243,056 Amortization of Discount Notes Payable 154,349 - Lease (ASC 842) 1,210,592 342,254 Charitable Contributions 2,771 2,771 Stock Option Expense 140,699 117,099 Restricted Stock Unit 265,038 62,090 Net Operating Losses 10,255,137 8,395,160 Org Costs 81,255 81,255 -IRC Sec. 174 Expense 204,864 275,519 Investment in HRCFG INVO, LLC (272,459 ) 123,217 Equity in earnings - Positib (24,054 ) 19,950 Gross deferred tax assets 12,213,777 9,662,371 Deferred tax liabilities: Fixed Assets (18,733 ) (21,560 ) ROU Lease (ASC 842) (1,177,701 ) (327,946 ) Trademark Amortization (5,858 ) (5,858 ) Deferred Revenue (47 ) (47 ) Tax Amortization of Org Cost (24,912 ) (7,222 ) Gain/Loss on sale of assets (2,561 ) (2,561 ) Gross deferred tax liability (1,114,418 ) (365,194 ) Less: valuation allowance (11,099,358 ) (9,299,126 ) Net deferred tax liability $ - $ (1,949 )

Schedule of Earnings Per Share

Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Net loss (numerator)	$ (8,034,612)	$ (10,892,511)
Basic weighted-average number of common shares outstanding (denominator)	1,565,951	606,130
Diluted weighted-average number of common shares outstanding (denominator)	1,565,951	606,130
Basic net loss per common share	$ (5.13)	$ (17.97)
Diluted net loss per common share	$ (5.13)	$ (17.97)

Schedule of Antidilutive Securi

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	4,842,438	95,358
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	106,753	64,850
Convertible Notes And Interest [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	42,416
Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	1,200,000
Unit Purchase Option And Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	3,493,269	30,508

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details Narrative)	12 Months Ended
	Dec. 31, 2023 USD ($) Segment	Dec. 31, 2022 USD ($)
Property, Plant and Equipment [Line Items]
Number of operating segment | Segment	1
Impairment of intangible assets | $		$ 132,227
Minimum [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment estimated useful life	3 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment estimated useful life	10 years

Liquidity (Details Narrative)

Liquidity (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ 8,034,612	$ 10,892,511
Accumulated deficit	57,818,145	49,783,533
Net income loss related to non cash expenses	2,800,000	3,000,000
Net proceeds	3,200,000	800,000
Proceeds from sale of common stock	$ 5,701,948	$ 289,800

Schedule of Allocation of Purch

Schedule of Allocation of Purchase Price (Details) - USD ($)	Aug. 10, 2023	Dec. 31, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Additional payments		$ 5,000,000
Assets and liabilities acquired:
Goodwill	$ 5,878,986	$ 5,878,986
Wisconsin Fertility Institute Acquisition[Member]
Business Acquisition [Line Items]
Cash	2,150,000
Holdback	350,000
Additional payments	7,500,000
Business acquisition cost	10,000,000
Assets and liabilities acquired:
FLOW intercompany receivable	528,756
Accounts receivable	214,972
Property and equipment, net	25,292
Other current assets	56,274
Tradename	253,000
Noncompetition agreement	3,961,000
Goodwill	5,878,986
Deferred revenue	(389,524)
WFRSA intercompany note	(528,756)
Total assets and liabilities acquired	$ 10,000,000

Schedule of Pro Forma Financial

Schedule of Pro Forma Financial Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]
Pro forma revenue	$ 6,228,171	$ 6,201,871
Pro forma net loss	$ (7,123,212)	$ (9,208,504)

Business Combinations (Details

Business Combinations (Details Narrative) - USD ($)		12 Months Ended
	Aug. 10, 2023	Dec. 31, 2023	Dec. 31, 2022	Feb. 17, 2023
Business Acquisition [Line Items]
Paid to acquire amount		$ 2,041,710
Share price				$ 10.40
Undeposited funds		$ 259,407
Wisconsin Fertility Institute Acquisition[Member]
Business Acquisition [Line Items]
Purchase price	$ 10,000,000
Paid to acquire amount	2,500,000
Net payment to acquire amount	2,150,000
Payment to acquire holdback	350,000
Inter-company loan owed	528,756
Wisconsin Fertility Institute Acquisition[Member] | Three Installments [Member]
Business Acquisition [Line Items]
Paid to acquire amount	$ 2,500,000
Wisconsin Fertility Institute Acquisition[Member] | Second Installments [Member]
Business Acquisition [Line Items]
Share price	$ 125
Wisconsin Fertility Institute Acquisition[Member] | Third Installments [Member]
Business Acquisition [Line Items]
Share price	181.80
Wisconsin Fertility Institute Acquisition[Member] | Final Installments [Member]
Business Acquisition [Line Items]
Share price	$ 285.80

Schedule of Investments in Unco

Schedule of Investments in Unconsolidated Variable Interest Entities (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Investment in unconsolidated variable interest entities	$ 916,248	$ 1,237,865
HRCFG INVO, LLC [Member]
Ownership percentage	50%
Investment in unconsolidated variable interest entities	$ 916,248	1,106,905
Positib Fertility S.A. de C.V. [Member]
Ownership percentage	33%
Investment in unconsolidated variable interest entities		$ 130,960

Schedule of Earnings from Inves

Schedule of Earnings from Investments in Unconsolidated Variable Interest Entities (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Total earnings from unconsolidated VIEs	$ (60,270)	$ (200,558)
HRCFG INVO, LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Total earnings from unconsolidated VIEs	(16,293)	(154,954)
Positib Fertility S.A. de C.V. [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Total earnings from unconsolidated VIEs	$ (43,977)	$ (45,604)

Schedule of Financial Informati

Schedule of Financial Information of Investments in Unconsolidated Variable Interest Entities (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Operating revenue	$ (6,767,155)	$ (10,626,481)
Net loss	(8,034,612)	(10,892,511)
Current assets	1,259,775	621,087
Current liabilities	(8,218,875)	(3,409,424)
Variable Interest Entity, Primary Beneficiary [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Operating revenue	1,484,359	1,071,851
Operating expenses	(1,648,890)	(1,565,558)
Net loss	(164,531)	(493,707)
Current assets	288,369	267,502
Long-term assets	1,026,873	1,094,490
Current liabilities	(510,091)	(396,619)
Long-term liabilities	(123,060)	(107,374)
Net assets	$ 682,091	$ 857,999

Variable Interest Entities (Det

Variable Interest Entities (Details Narrative) - USD ($)			12 Months Ended
	Jun. 28, 2021	Mar. 10, 2021	Dec. 31, 2023	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Hurdle amount	$ 0
Variable interest entity ownership, percentage	150%
Net loss			$ (8,034,612)	$ (10,892,511)
Losses from equity method investments			(60,270)	(200,558)
Georgia JV [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Investment			900,000
Notes receivable related parties			500,000
Net loss			200,000	600,000
Minority interest			0
Alabama JV [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Investment			1,400,000
Net loss			30,000	300,000
Losses from equity method investments			20,000	200,000
Mexico JV [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Investment			100,000
Net loss			100,000	100,000
Losses from equity method investments			40,000	$ 50,000
Impairment in investment			$ 90,000
Bloom INVO LLC [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Variable interest entity commitment contribution	$ 1,200,000
Variable interest entity units issued	1,200
Bloom INVO LLC [Member] | Bloom Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Variable interest entity commitment contribution	$ 800,000
Variable interest entity units issued	800
Alabama JV [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Variable interest entity ownership, percentage		50%

Summary of Transaction with Var

Summary of Transaction with Variable Interest Entities (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Bloom INVO LLC [Member]
INVOcell revenue	$ 24,000	$ 13,500
Variable Interest Entity, Not Primary Beneficiary [Member]
INVOcell revenue	$ 6,315	$ 30,000

Summary of Balances with Variab

Summary of Balances with Variable Interest Entities (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Notes payable	$ 2,763,916	$ 762,644
Bloom INVO LLC [Member]
Accounts receivable	31,500	13,500
Notes payable	482,656	468,031
Variable Interest Entity, Not Primary Beneficiary [Member]
Accounts receivable	$ 15,000	$ 46,310

Schedule of Inventory (Details)

Schedule of Inventory (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw materials	$ 53,479	$ 68,723
Finished goods	211,028	194,879
Total inventory	$ 264,507	$ 263,602

Schedule of Estimated Useful Li

Schedule of Estimated Useful Lives of Property and Equipment (Details)	Dec. 31, 2023
Medical Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	10 years
Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Minimum [Member] | Manufacturing Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	6 years
Minimum [Member] | Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	10 years
Maximum [Member] | Manufacturing Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	10 years
Maximum [Member] | Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	7 years

Schedule of Property and Equipm

Schedule of Property and Equipment (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Less: accumulated depreciation	$ (233,593)	$ (153,267)
Total equipment, net	826,418	436,729
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	303,943	283,065
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	85,404	77,601
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 538,151	$ 96,817

Property and Equipment (Details

Property and Equipment (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 80,325	$ 75,492

Schedule of Finite-Lived Intang

Schedule of Finite-Lived Intangible Assets (Details) - USD ($)	Dec. 31, 2023	Aug. 10, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Tradename	$ 253,000
Noncompetition agreement	3,961,000
Goodwill	5,878,986	$ 5,878,986
Less: accumulated amortization	(120,569)
Total intangible assets	$ 9,972,417

Intangible Assets & Goodwill (D

Intangible Assets & Goodwill (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Aug. 10, 2023
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 0	$ 1,809
Goodwill	$ 5,878,986		$ 5,878,986
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net			$ 34,000
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Noncompetition agreements useful life			10 years
Noncompete Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Noncompetition agreements useful life			5 years
Wisconsin Fertility Institute Acquisition[Member]
Finite-Lived Intangible Assets [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets			$ 253,000
Noncompetition agreements, value			3,961,000
Goodwill			$ 5,878,986

Schedule of Lease Components (D

Schedule of Lease Components (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Assets
ROU assets - operating lease	$ 5,740,929	$ 1,808,034
Total ROU assets	5,740,929
Liabilities
Current operating lease liability	397,554	231,604
Long-term operating lease liability	5,522,090	$ 1,669,954
Total lease liabilities	$ 5,919,644

Schedule of Future Minimum Leas

Schedule of Future Minimum Lease Payments (Details)	Dec. 31, 2023 USD ($)
Leases
2024	$ 616,158
2025	622,676
2026	638,469
2027	632,152
2028 and beyond	5,311,766
Total future minimum lease payments	7,821,221
Less: Interest	(1,901,577)
Total operating lease liabilities	$ 5,919,644

Schedule of Notes Payable (Deta

Schedule of Notes Payable (Details) (Parenthetical) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Maturity date	Dec. 31, 2023
Financing fee related party demand notes percentage	10%
Annual interest related party demand notes percentage		10%
Annual interest related party demand notes percentage	10%	10%
Annual interest related party demand conversion price	$ 12
Minimum [Member]
Short-Term Debt [Line Items]
Annual interest related party demand conversion price	$ 2.25
Note Payable [Member]
Short-Term Debt [Line Items]
Maturity date	Jun. 29, 2028
Note Payable [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Annual interest related party demand notes percentage	35%
Note Payable [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Annual interest related party demand notes percentage	100%

Schedule of Notes Payable (De_2

Schedule of Notes Payable (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Less debt discount and financing costs	$ (264,932)	$ (107,356)
Total, net of discount	2,763,916	762,644
Note Payable [Member]
Short-Term Debt [Line Items]
Related party demand notes	1,451,244
Related Party Demand Notes [Member]
Short-Term Debt [Line Items]
Related party demand notes	880,000	770,000
Convertible Notes [Member]
Short-Term Debt [Line Items]
Related party demand notes	410,000	100,000
Cash Advance Agreement [Member]
Short-Term Debt [Line Items]
Related party demand notes	$ 287,604

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) - USD ($)

1 Months Ended

3 Months Ended

12 Months Ended

Dec. 27, 2023

Sep. 29, 2023

Aug. 31, 2023

Aug. 21, 2023

Aug. 08, 2023

Jul. 20, 2023

Jul. 10, 2023

Feb. 17, 2023

Feb. 03, 2023

Dec. 29, 2022

Dec. 13, 2022

Dec. 02, 2022

Nov. 29, 2022

Mar. 31, 2023

Feb. 28, 2023

Jan. 31, 2023

Dec. 31, 2022

Dec. 31, 2023

Dec. 31, 2022

Short-Term Debt [Line Items]

Proceeds from issuance of demand notes, related party

$ 100,000

$ 700,000

Warrant purchase of common stock, shares

17,500

Share price

$ 10.40

Proceeds from convertible debt

$ 410,000

$ 200,000

Debt instrument, description

These notes accrue 10% annual interest accrues from the date of issuance. These notes are callable with 10 days prior written notice. At maturity, the Company agreed to pay outstanding principal, a 10% financing fee and accrued interest.

Cash and conversion of debt

$ 310,000

Debt instrument, convertible, conversion price

$ 12

Conversion of stock, shares issued

19,375

Amortized of debt discount

$ 720,128

$ 52,644

Debt instrument interest rate stated percentage

10%

10%

10%

Maturity date

Dec. 31, 2023

Loss from debt extinguishment

$ (163,278)

Debt instrument, interest rate

8%

Percentage of debentures outstanding

50%

Debt discount

$ 107,356

$ 264,932

$ 107,356

Minimum [Member]

Short-Term Debt [Line Items]

Debt instrument, convertible, conversion price

$ 2.25

February Purchase Agreement [Member]

Short-Term Debt [Line Items]

Share price

$ 450,000

$ 450,000

Proceeds from Issuance of Debt

$ 2,000,000

Registered Direct Offering [Member]

Short-Term Debt [Line Items]

Proceeds from Issuance of Debt

$ 360,151

February Debentures [Member]

Short-Term Debt [Line Items]

Proceeds from Issuance of Debt

$ 383,879

Long-Term Debt, Gross

$ 139,849

Number of shares issued

4,167

Cash Advance Agreement [Member]

Short-Term Debt [Line Items]

Amortized of debt discount

$ 122,279

Revenue Loan and Security Agreement [Member]

Short-Term Debt [Line Items]

Interest expense

41,244

Amortized of debt discount

790

Gross amount

$ 1,500,000

Debt discount

14,211

Revenue Loan and Security Agreement [Member] | Minimum [Member]

Short-Term Debt [Line Items]

Debt instrument, interest rate

35%

Revenue Loan and Security Agreement [Member] | Maximum [Member]

Short-Term Debt [Line Items]

Debt instrument, interest rate

100%

Convertible Debt [Member]

Short-Term Debt [Line Items]

Interest expense

$ 38,411

Warrant strike price

$ 2.25

Loss from debt extinguishment

$ 163,278

Note Warrants [Member]

Short-Term Debt [Line Items]

Debt instrument term

5 years

Jan And March 2023 Convertible Notes [Member]

Short-Term Debt [Line Items]

Recoginzed amount of debt discount

$ 132,183

Amortized of debt discount

132,183

Remaining balance of debt discount

250,721

February Debentures [Member]

Short-Term Debt [Line Items]

Interest expense

9,640

Debt instrument, interest rate

105%

February Debentures [Member] | February Purchase Agreement [Member]

Short-Term Debt [Line Items]

Debt instrument, face amount

$ 500,000

$ 500,000

February Warrant [Member]

Short-Term Debt [Line Items]

Warrant strike price

$ 2.85

Warrants to purchase shares

12,500

12,500

February Commitment Shares [Member]

Short-Term Debt [Line Items]

Warrants to purchase shares

4,167

4,167

February 2023 Convertible Notes [Member]

Short-Term Debt [Line Items]

Recoginzed amount of debt discount

291,207

Amortized of debt discount

347,520

August Warrant[Member]

Short-Term Debt [Line Items]

Warrant strike price

$ 2.85

February Investors [Member]

Short-Term Debt [Line Items]

Warrants to purchase shares

65,790

Number of shares issued

17,594

26,391

7,500

Standard Merchant Cash Advance Agreement [Member] | Cedar [Member]

Short-Term Debt [Line Items]

Receivables purchased value

$ 746,750

$ 543,750

$ 465,000

Gross purchase price

375,000

Gross amount

134,018

356,250

Repayments of debt

390,892

$ 1,941,964

Receivables gross purchased value

515,000

Repayments of Related Party Debt

16,594

Debt Instrument, Periodic Payment

9,277

Standard Merchant Cash Advance Agreement [Member] | Cedar [Member] | Minimum [Member]

Short-Term Debt [Line Items]

Reducation in repayment

643,750

Standard Merchant Cash Advance Agreement [Member] | Cedar [Member] | Maximum [Member]

Short-Term Debt [Line Items]

Reducation in repayment

$ 674,650

Revenue Loan and Security Agreement [Member]

Short-Term Debt [Line Items]

Repayments of debt

$ 300,000

Common Stock [Member]

Short-Term Debt [Line Items]

Share price

$ 20

Proceeds from convertible debt

$ 135,000

$ 275,000

100,000

Debt instrument, convertible, conversion price

$ 10

Warrant strike price

$ 15

$ 15

Number of shares issued

1,617,500

4,731

Common Stock [Member] | Registered Direct Offering [Member]

Short-Term Debt [Line Items]

Number of shares issued

69,000

Chief Executive Officer [Member]

Short-Term Debt [Line Items]

Proceeds from convertible debt

$ 25,000

$ 15,000

$ 60,000

100,000

Chief Financial Officer [Member]

Short-Term Debt [Line Items]

Proceeds from convertible debt

$ 25,000

$ 75,000

100,000

Interest expense

$ 75,889

JAG Multi Investments LLC [Member]

Short-Term Debt [Line Items]

Proceeds from issuance of demand notes, related party

$ 100,000

$ 100,000

$ 550,000

Interest rate percentage description

The JAG Notes accrue 10% annual interest from their respective dates of issuance. At maturity, the Company agreed to pay outstanding principal, a 10% financing fee and accrued interest

Warrants exercises term

5 years

5 years

Share price

$ 10

$ 10

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)		3 Months Ended	12 Months Ended
	Jul. 10, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Proceeds from related party debt			$ 100,000	$ 700,000
JAC Multi Investments LLC [Member]
Related Party Transaction [Line Items]
Proceeds from related party debt		$ 700,000
JAG [Member]
Related Party Transaction [Line Items]
Proceeds from related party debt		500,000
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Proceeds from related party debt		100,000
Chief Financial Officer [Member]
Related Party Transaction [Line Items]
Proceeds from related party debt		$ 100,000
JAG Multi Investments LLC [Member]
Related Party Transaction [Line Items]
Proceeds from related party debt	$ 100,000
Related Party [Member]
Related Party Transaction [Line Items]
Accounts payable related parties			$ 228,907

Stockholders_ Equity (Details N

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

1 Months Ended

12 Months Ended

Apr. 15, 2024

Feb. 16, 2024

Feb. 02, 2024

Jan. 19, 2024

Jan. 04, 2024

Dec. 29, 2023

Nov. 20, 2023

Nov. 19, 2023

Aug. 21, 2023

Aug. 10, 2023

Aug. 08, 2023

Aug. 04, 2023

Jul. 28, 2023

Jul. 11, 2023

Jul. 07, 2023

Mar. 27, 2023

Mar. 23, 2023

Feb. 17, 2023

Feb. 03, 2023

Feb. 29, 2024

Aug. 31, 2023

Jun. 30, 2023

Mar. 31, 2023

Feb. 28, 2023

Dec. 31, 2023

Dec. 31, 2022

Apr. 05, 2024

Oct. 13, 2023

Oct. 12, 2023

Jun. 28, 2023

Jun. 27, 2023

Dec. 29, 2022

Class of Stock [Line Items]

Common stock, shares authorized

50,000,000

50,000,000

50,000,000

6,250,000

Preferred stock, par share

$ 5

$ 5

Preferred stock, conversion price

$ 12

Ownership percentage, description

The Company may not effect the conversion of any shares of Series A Preferred if, after giving effect to the conversion or issuance, the holder, together with its affiliates, would beneficially own more than 9.99% of the Company’s outstanding Common Stock. Moreover, the Company may not effect the conversion of any shares of Series A Preferred if, after giving effect to the conversion or issuance, the holder, together with its affiliates, would beneficially own more than 19.99% of the Company’s outstanding Common Stock unless and until the Company receives the approval required by the applicable rules and regulations of The Nasdaq Stock Market LLC (or any subsequent trading market).

Number of new stock issued during the period value

$ 5,701,945

$ 289,801

Purchase of shares of common stock description

(i) in a minimum amount of not less than $25,000 and (ii) in a maximum amount of up to the lesser of (a) $750,000 or (b) 200% of the Company’s average daily trading value of the Common Stock.

Additional gross proceeds from warrants exercises

23,051

Proceeds from sale of common stock

5,701,948

289,800

Proceeds from issuance or sale of equity

3,200,000

800,000

Number of warrant purchase, shares

17,500

Stock issued during for services, value

$ 287,450

123,211

Number of common stock upon exercise of options

297

Proceeds from options exercised

$ 2,375

Number of shares issued, value

$ 23,054

Common Stock [Member]

Class of Stock [Line Items]

Number of new stock issued during the period

1,617,500

4,731

Preferred stock, conversion price

$ 10

Number of new stock issued during the period value

$ 161

$ 1

Exercise price

$ 15

$ 15

Number of new stock issued during the period

43,985

Stock issued during for services

50,817

3,063

Stock issued during for services, value

$ 5

Number of common stock upon exercise of options

297

Number of shares, issued

146,500

Number of shares issued, value

$ 15

Prefunded Warrants [Member]

Class of Stock [Line Items]

Number of shares, issued

115,000

Number of shares issued, value

$ 23,051

Warrant [Member]

Class of Stock [Line Items]

Number of new stock issued during the period

43,985

Peak One Opportunity Fund L P [Member]

Class of Stock [Line Items]

Repayments of debt

$ 139,849

Fee amount

$ 10,911

Public Offering [Member] | Common Stock [Member]

Class of Stock [Line Items]

Number of new stock issued during the period

1,580,000

Proceeds from sale of common stock

$ 4,100,000

February Investors [Member]

Class of Stock [Line Items]

Number of new stock issued during the period

17,594

26,391

7,500

Number of warrants issued

65,790

Subsequent Event [Member]

Class of Stock [Line Items]

Preferred stock, conversion price

$ 1

Securities Purchase Agreement [Member]

Class of Stock [Line Items]

Exercise price

$ 12.60

Exercise price

$ 2.85

$ 0.20

Number of new stock issued during the period

276,000

Amendment fee

$ 1,000,000

Stock issued during for services

69,000

Securities Purchase Agreement [Member] | Public Offering [Member]

Class of Stock [Line Items]

Number of new stock issued during the period

1,580,000

Number of warrants issued

3,160,000

Exercise price

$ 2.85

Sale of stock

1,580,000

Share price

$ 2.85

Securities Purchase Agreement [Member] | Subsequent Event [Member]

Class of Stock [Line Items]

Number of new stock issued during the period

61,200

100,000

Number of new stock issued during the period value

$ 306,000

$ 500,000

Stock issued during for services

125,500

Share Exchange Agreement [Member]

Class of Stock [Line Items]

Number of new stock issued during the period

1,200,000

Equity Purchase Agreement [Member]

Class of Stock [Line Items]

Number of new stock issued during the period

7,500

Number of new stock issued during the period value

$ 93,000

Proceeds from sale of shares

$ 10,000,000

March Purchase Agreement [Member]

Class of Stock [Line Items]

Number of new stock issued during the period

69,000

Exercise price

$ 12.60

Number of warrants issued

115,000

Exercise price

$ 0.20

Number of new stock issued during the period

276,000

Proceeds from issuance initial public offering

$ 3,000,000

Additional gross proceeds from warrants exercises

$ 3,500,000

February Debentures [Member]

Class of Stock [Line Items]

Number of new stock issued during the period

4,167

Number of new stock issued during the period value

$ 56,313

Proceeds to repay portion of february debentures

$ 383,879

Purchase Agreements [Member] | Public Offering [Member]

Class of Stock [Line Items]

Number of new stock issued during the period

1,580,000

Number of warrants issued

3,160,000

Exercise price

$ 2.85

Sale of stock

1,580,000

Share price

$ 2.85

Proceeds from sale of common stock

$ 4,500,000

Proceeds from issuance or sale of equity

$ 2,150,000

Purchase price

$ 350,000

Amendment fee

$ 1,000,000

Placement Agency Agreement [Member] | Maxim Group LLC [Member]

Class of Stock [Line Items]

Exercise price

$ 3.14

Percentage of pay placement agent aggregate fee

7%

Percentage of investors

5%

Number of warrant purchase, shares

110,600

Securities Purchase Agreements [Member]

Class of Stock [Line Items]

Exercise price

$ 2.85

Armistice fee

$ 1,000,000

Registered Direct Offering [Member]

Class of Stock [Line Items]

Proceeds to repay portion of february debentures

$ 360,151

Proceeds from sale of common stock

$ 2,700,000

Registered Direct Offering [Member] | Common Stock [Member]

Class of Stock [Line Items]

Number of new stock issued during the period

69,000

Series A Preferred Stock [Member]

Class of Stock [Line Items]

Number of new stock issued during the period

1,000,000

Exercise price

$ 5

Preferred stock, par share

5

Preferred stock, conversion price

$ 2.20

Series A Preferred Stock [Member] | Securities Purchase Agreement [Member]

Class of Stock [Line Items]

Number of new stock issued during the period

1,000,000

Exercise price

$ 5

Series A Preferred Stock [Member] | Securities Purchase Agreement [Member] | Subsequent Event [Member]

Class of Stock [Line Items]

Number of new stock issued during the period

61,200

100,000

Private offering

$ 500,000

Series A preferred stock additional gross proceeds

$ 306,000

Series A Preferred Stock [Member] | Securities Purchase Agreement [Member] | Share-Based Payment Arrangement, Tranche One [Member]

Class of Stock [Line Items]

Number of new stock issued during the period value

$ 500,000

Series A Preferred Stock [Member] | Securities Purchase Agreement [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | Subsequent Event [Member]

Class of Stock [Line Items]

Number of new stock issued during the period value

$ 500,000

Series A Preferred Stock [Member] | Securities Purchase Agreement [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | Subsequent Event [Member]

Class of Stock [Line Items]

Number of new stock issued during the period value

$ 500,000

Series A Preferred Stock [Member] | Securities Purchase Agreement [Member] | Share Based Compensation Award Tranche Four [Member] | Subsequent Event [Member]

Class of Stock [Line Items]

Number of new stock issued during the period value

$ 500,000

Series B Preferred Stock [Member] | Securities Purchase Agreement [Member]

Class of Stock [Line Items]

Number of new stock issued during the period

1,200,000

Exercise price

$ 5

Series B Preferred Stock [Member] | Securities Purchase Agreement [Member] | Nonconsolidated Investees, Other [Member]

Class of Stock [Line Items]

Beneficially percentage

19.99%

Series B Preferred Stock [Member] | Share Exchange Agreement [Member]

Class of Stock [Line Items]

Number of new stock issued during the period

163,637

Series B Preferred Stock [Member] | Share Exchange Agreement [Member] | Nonconsolidated Investees, Other [Member]

Class of Stock [Line Items]

Beneficially percentage

6.50%

Board of Directors [Member]

Class of Stock [Line Items]

Common stock, shares authorized

6,250,000

125,000,000

Reverse stock split

On July 26, 2023, the Company filed a certificate of change (with an effective date of July 28, 2023) 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.

Employees and Directors [Member]

Class of Stock [Line Items]

Number of common stock upon exercise of options

297

Employees and Directors [Member] | 2019 Stock Incentive Plan [Member]

Class of Stock [Line Items]

Stock issued during for services

4,269

Stock issued during for services, value

$ 56,936

Consultant [Member]

Class of Stock [Line Items]

Stock issued during for services

21,115

Stock issued during for services, value

$ 69,975

Consultant [Member] | 2019 Stock Incentive Plan [Member]

Class of Stock [Line Items]

Stock issued during for services

22,202

Stock issued during for services, value

$ 124,476

Unrelated Third Party [Member] | Common Stock [Member]

Class of Stock [Line Items]

Number of new stock issued during the period

16,250

Schedule of Stock Options Activ

Schedule of Stock Options Activity (Details)	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares
Equity [Abstract]
Number of shares, options outstanding | shares	64,850
Weighted average exercise price, outstanding	$ 68
Aggregate intrinsic value, outstanding | $
Number of shares, options outstanding, granted | shares	59,048
Weighted average exercise price, options outstanding, granted	$ 7.74
Aggregate intrinsic value, granted | $
Number of shares, options outstanding, exercised | shares	(297)
Weighted average exercise price, options outstanding, exercised	$ 8
Aggregate intrinsic value, exercised | $
Number of shares, options outstanding, canceled | shares	16,848
Weighted average exercise price, outstanding, canceled	$ 54.63
Aggregate intrinsic value, canceled
Number of shares, options outstanding | shares	106,753
Weighted average exercise price, outstanding	$ 41.90
Aggregate intrinsic value, outstanding | $
Number of shares, options exercisable | shares	93,227
Weighted average exercise price, options exercisable	$ 54.61
Aggregate intrinsic value, options exercisable | $

Schedule of Share-Based Payment

Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Risk-free interest rate range, minimum	3.60%	1.60%
Risk-free interest rate range, maximum	3.69%	3.94%
Expected stock price volatility, minimum	106.60%	110%
Expected stock price volatility, maximum	114.90%	114.60%
Expected dividend yield
Minimum [Member]
Expected life of option-years	5 years	5 years
Maximum [Member]
Expected life of option-years	5 years 7 months 17 days	5 years 9 months 7 days

Schedule of Share Based Payment

Schedule of Share Based Payments Arrangements Options Exercised and Options Vested (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Equity [Abstract]
Total intrinsic value of options exercised
Total fair value of options vested	$ 1,049,109	$ 1,616,401

Schedule of Aggregate Restricte

Schedule of Aggregate Restricted Stock Awards and Restricted Stock Unit Activity (Details) - Restricted Stock [Member] - 2019 Stock Incentive Plan [Member]	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of unvested shares, balance | shares	3,533
Weighted averag exercise price, balance | $ / shares	$ 8.40
Aggregate value of unvested shares, balance | $	$ 29,949
Number of unvested shares, granted | shares	23,547
Weighted average exercise price, granted | $ / shares	$ 4.95
Aggregate value of unvested shares, granted | $	$ 116,618
Number of unvested shares, vested | shares	(27,055)
Weighted average exercise price, vested | $ / shares	$ 11.60
Aggregate value of unvested shares, vested | $	$ (310,554)
Number of unvested shares, forfeitures | shares
Weighted average exercise price, forfeitures | $ / shares
Aggregate value of unvested shares, forfeitures | $
Number of unvested shares, balance | shares	25
Weighted average exercise price, balance | $ / shares	$ 18.42
Aggregate value of unvested shares, balance | $	$ 5,525

Equity-Based Compensatio (Detai

Equity-Based Compensatio (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Jan. 31, 2023	Oct. 31, 2019
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock compensation expense	$ 315,895
Share-Based Payment Arrangement [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted average grant date fair value of options granted	$ 6.38
Weighted average remaining service period	1 year 3 days
Restricted Stock [Member] | Employees, Directors and Consultants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock shares, gross	23,547
Share based compensation vesting period	1 year
2019 Stock Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation, number of shares authorized		125,000	25,000
Share-based compensation, description	A provision in the 2019 Plan provides for an automatic annual increase equal to 6% of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year
Share-based compensation number of shares, grant		36,498
2019 Stock Incentive Plan [Member] | Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options life	3 years
2019 Stock Incentive Plan [Member] | Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options life	10 years

Schedule of Unit Purchase Optio

Schedule of Unit Purchase Option Activity (Details)	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares, options outstanding | shares	64,850
Weighted average exercise price, outstanding	$ 68
Aggregate intrinsic value, outstanding | $
Shares Under Option, Granted | shares	59,048
Weighted- Average Exercise Price, Granted	$ 7.74
Number of unit purchase options, exercised | shares	297
Weighted average exercise price, exercised	$ 8
Aggregate intrinsic value, exercised | $
Number of unit purchase options, canceled | shares	16,848
Weighted average exercise price, canceled	$ 54.63
Aggregate intrinsic value, canceled
Number of shares, options outstanding | shares	106,753
Weighted average exercise price, outstanding	$ 41.90
Aggregate intrinsic value, outstanding | $
Unit Purchase Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares, options outstanding | shares	4,649
Weighted average exercise price, outstanding	$ 64
Aggregate intrinsic value, outstanding | $
Shares Under Option, Granted | shares
Weighted- Average Exercise Price, Granted
Aggregate intrinsic value, granted
Number of unit purchase options, exercised | shares
Weighted average exercise price, exercised
Aggregate intrinsic value, exercised | $
Number of unit purchase options, canceled | shares
Weighted average exercise price, canceled
Aggregate intrinsic value, canceled
Number of shares, options outstanding | shares	4,649
Weighted average exercise price, outstanding	$ 64
Aggregate intrinsic value, outstanding | $

Schedule of Warrants Activity (

Schedule of Warrants Activity (Details)	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares
Unit Purchase Options And Warrants
Number of warrants, outstanding, beginning balance | shares	25,884
Weighted average exercise price, outstanding, beginning balance | $ / shares	$ 30.20
Aggregate intrinsic value, outstanding, beginning balance | $
Number of warrants, granted | shares	3,643,526
Weighted average exercise price, granted | $ / shares	$ 3.63
Aggregate intrinsic value, granted | $
Number of warrants, exercised | shares	(180,790)
Weighted average exercise price, exercised | $ / shares	$ 1.16
Aggregate intrinsic value, exercised | $
Number of warrants, canceled | shares
Weighted average exercise price, canceled | $ / shares
Aggregate intrinsic value, canceled | $
Number of warrants, outstanding, ending balance | shares	3,488,620
Weighted average exercise price, outstanding, ending balance | $ / shares	$ 3.95
Aggregate intrinsic value, outstanding, ending balance | $

Unit Purchase Options and War_3

Unit Purchase Options and Warrants (Details Narrative) - USD ($)

12 Months Ended

Dec. 27, 2023

Aug. 21, 2023

Aug. 08, 2023

Aug. 04, 2023

Jul. 07, 2023

Mar. 31, 2023

Mar. 23, 2023

Feb. 17, 2023

Feb. 03, 2023

Jan. 31, 2023

Dec. 31, 2023

Dec. 31, 2022

Dec. 29, 2022

Short-Term Debt [Line Items]

Loss from debt extinguishment

$ 163,278

Number of warrant purchase, shares

17,500

Securities Purchase Agreement [Member]

Short-Term Debt [Line Items]

Common stock issued

69,000

Exercise price

$ 12.60

Warrants purchase

115,000

Exercise price

$ 2.85

$ 0.20

Purchase warrants exercisable

276,000

Amendment fee

$ 1,000,000

Securities Purchase Agreement [Member] | Public Offering [Member]

Short-Term Debt [Line Items]

Exercise price

$ 2.85

Sale of stock

1,580,000

Share price

$ 2.85

Number of shares issued

1,580,000

Number of warrants issued

3,160,000

Placement Agency Agreement [Member] | Maxim Group LLC [Member]

Short-Term Debt [Line Items]

Exercise price

$ 3.14

Percentage of pay placement agent aggregate fee

7%

Percentage of investors

5%

Number of warrant purchase, shares

110,600

Convertible Notes [Member]

Short-Term Debt [Line Items]

Warrants issued term

5 years

5 years

Common stock issued

19,375

19,375

Exercise price

$ 20

$ 20

Common stock exercise price

$ 2.25

Convertible Debentures [Member]

Short-Term Debt [Line Items]

Common stock issued

17,594

26,391

12,500

12,500

Exercise price

$ 2.85

$ 2.85

Common stock exercise price

15

15

Purchase price

$ 2.85

$ 2.85

Warrants purchase

65,790

65,790

Schedule of Components of Incom

Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Current
Deferred	(860)	315
Total federal income taxes	(860)	315
Current	29,735	2,062
Deferred	(1,089)	496
Total state income taxes	28,646	2,558
Total income taxes	$ 27,786	$ 2,872

Schedule of Effective Income Ta

Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Pre-Tax Book Income at Statutory Rate	21%	21%
State Tax Expense, net	(0.33%)	(0.02%)
Permanent Items	(3.13%)	(3.33%)
Hanging Credit	0%	(0.01%)
True-Ups	0.03%	0.35%
Change in Federal Valuation Allowance	(17.95%)	(18.03%)
Total Expense	(0.38%)	(0.03%)
Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract]
Pre-tax book income	$ (1,519,297)	$ (2,202,718)
State Tax Expense, net	23,719	1,629
Permanent Items	226,420	348,768
Hanging credit		811
True-Ups	(1,949)	(36,554)
Valuation Allowance	1,298,892	1,890,936
Total income taxes	$ 27,786	$ 2,872

Schedule of Deferred Tax Assets

Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Accrued Compensation	$ 195,584	$ 243,056
Amortization of Discount Notes Payable	154,349
Lease (ASC 842)	1,210,592	342,254
Charitable Contributions	2,771	2,771
Stock Option Expense	140,699	117,099
Restricted Stock Unit	265,038	62,090
Net Operating Losses	10,255,137	8,395,160
Org Costs	81,255	81,255
-IRC Sec. 174 Expense	204,864	275,519
Investment in HRCFG INVO, LLC	(272,459)	123,217
Equity in earnings - Positib	(24,054)	19,950
Gross deferred tax assets	12,213,777	9,662,371
Fixed Assets	(18,733)	(21,560)
ROU Lease (ASC 842)	(1,177,701)	(327,946)
Trademark Amortization	(5,858)	(5,858)
Deferred Revenue	(47)	(47)
Tax Amortization of Org Cost	(24,912)	(7,222)
Gain/Loss on sale of assets	(2,561)	(2,561)
Gross deferred tax liability	(1,114,418)	(365,194)
Less: valuation allowance	(11,099,358)	(9,299,126)
Net deferred tax liability		$ 1,949

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Operating Loss Carryforwards [Line Items]
Deferred tax assets valuation allowance	$ 11,100,000	$ 9,300,000
Deferred tax intangible assets	0	$ (1,949)
Deferred tax assets, operating loss carryforwards, subject to expiration	10,200,000
Deferred tax assets, operating loss carryforwards, not subject to expiration	22,700,000
Foreign Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	32,900,000
State and Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	21,900,000
Deferred tax assets, operating loss carryforwards, subject to expiration	3,500,000
Deferred tax assets, operating loss carryforwards, not subject to expiration	$ 18,400,000

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)	Dec. 27, 2023	Oct. 22, 2023	Dec. 31, 2023	Dec. 31, 2022
Loss Contingencies [Line Items]
Common stock, par value			$ 0.0001	$ 0.0001
Preferred stock, par value			$ 5	$ 5
NAYA Biosciences Merger [Member]
Loss Contingencies [Line Items]
Common stock, par value		$ 0.0001
Converted shares to receive		7.33333
Preferred stock, par value	$ 5	$ 5
Preferred stock estimated amount	2,000,000	$ 2,000,000
Liabilities		$ 5,000,000
Common stock target price		$ 5
Termination fee		$ 1,000,000
Common stock estimated amount	$ 5,000,000
Purchase agreement, description	The parties further agreed to the following schedule (the “Minimum Interim Pipe Schedule”) for the initial $2,000,000: (1) $500,000 no later than December 29, 2023, (2) $500,000 no later than January 19, 2024, (3) $500,000 no later than February 2, 2024, and (4) $500,000 no later than February 16, 2024.
Common stock estimated amount	$ 806,000
NAYA Biosciences Merger [Member] | Merger Agreement [Member]
Loss Contingencies [Line Items]
Termination fee		1,000,000
NAYA Biosciences Merger [Member] | Maximum [Member]
Loss Contingencies [Line Items]
Liabilities		$ 5,000,000
NAYA Biosciences Merger [Member] | Common Class A [Member]
Loss Contingencies [Line Items]
Common stock, par value		$ 0.000001
NAYA Biosciences Merger [Member] | Common Class B [Member]
Loss Contingencies [Line Items]
Number of shares issued for acquisitions		18,150,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)

1 Months Ended

3 Months Ended

12 Months Ended

Apr. 15, 2024

Apr. 05, 2024

Mar. 27, 2024

Feb. 26, 2024

Jan. 04, 2024

Aug. 04, 2023

Mar. 23, 2023

Feb. 29, 2024

Dec. 31, 2022

Dec. 31, 2023

Dec. 31, 2022

Jul. 07, 2023

Subsequent Event [Line Items]

Proceeds from shares issued

$ 5,701,945

$ 289,801

Proceeds from sale of stock

$ 3,200,000

$ 800,000

Common stock, par value

$ 0.0001

$ 0.0001

$ 0.0001

Debt Instrument, Description

These notes accrue 10% annual interest accrues from the date of issuance. These notes are callable with 10 days prior written notice. At maturity, the Company agreed to pay outstanding principal, a 10% financing fee and accrued interest.

Interest value

10%

10%

10%

Annual interest related party demand conversion price

$ 12

Subsequent Event [Member]

Subsequent Event [Line Items]

Debt Instrument, Description

The FirstFire Note may not be converted and Conversion Shares may not be issued under the FirstFire Note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding common stock. In addition to the beneficial ownership limitations in the FirstFire Note, the number of shares of common stock that may be issued under the FirstFire Note, the First Warrant, the Second Warrant, and under the FirstFire Purchase Agreement (including the Commitment Shares) is limited to 19.99% of the outstanding common stock as of April 5, 2024 (the “Exchange Cap”, which is equal to 523,344 shares of common stock, subject to adjustment as described in the FirstFire Purchase Agreement), unless stockholder approval is obtained by the Company to issue more than the Exchange Cap.

Interest value

12%

Annual interest related party demand conversion price

$ 1

Interest value

$ 1,500,000

Subsequent Event [Member] | First Warrant [Member]

Subsequent Event [Line Items]

Exercise price of warrants

$ 1.20

Debt Instrument, Description

the Company may not issue any First Warrant Shares upon the exercise of the First Warrants if the issuance of such First Warrant Shares, (taken together with the issuance of any shares held by or issuable to the holder under the FirstFire Purchase Agreement or any other agreement with the Company) would exceed the aggregate number of shares which the Company may issue without breaching 523,344 shares (19.9% of the Company’s outstanding common stock) or any of the Company’s obligations under the rules or regulations of Nasdaq.

Subsequent Event [Member] | Second Warrant [Member]

Subsequent Event [Line Items]

Exercise price of warrants

$ 0.01

Debt Instrument, Description

the Company may not issue any Second Warrant Shares upon the exercise of the Second Warrants if the issuance of such Second Warrant Shares, (taken together with the issuance of any shares held by or issuable to the holder under the FirstFire Purchase Agreement or any other agreement with the Company) would exceed the aggregate number of shares which the Company may issue without breaching 523,344 shares (19.9% of the Company’s outstanding common stock) or any of the Company’s obligations under the rules or regulations of Nasdaq.

Subsequent Event [Member] | Public Offering [Member]

Subsequent Event [Line Items]

Interest value

$ 1,000,000

Subsequent Event [Member] | Maximum [Member] | First Warrant [Member]

Subsequent Event [Line Items]

Warrants to purchase shares

229,167

Subsequent Event [Member] | Maximum [Member] | Second Warrant [Member]

Subsequent Event [Line Items]

Warrants to purchase shares

500,000

Securities Purchase Agreement [Member]

Subsequent Event [Line Items]

Common stock issued for services, shares

69,000

Shares issued price per share

$ 12.60

Exercise price of warrants

$ 0.20

$ 2.85

Securities Purchase Agreement [Member] | Public Offering [Member]

Subsequent Event [Line Items]

Proceeds from the sale of common stock, net of fees and expenses, shares

1,580,000

Sale of shares

1,580,000

Warrants to purchase shares

3,160,000

Exercise price of warrants

$ 2.85

Securities Purchase Agreement [Member] | Subsequent Event [Member]

Subsequent Event [Line Items]

Proceeds from the sale of common stock, net of fees and expenses, shares

61,200

100,000

Proceeds from shares issued

$ 306,000

$ 500,000

Common stock issued for services, shares

125,500

Future Receipts Agreement [Member] | Subsequent Event [Member]

Subsequent Event [Line Items]

Sale of shares

344,925

Purchase price of shares on sale

$ 236,250

Proceeds from sale of stock

225,000

Repayment of stock

$ 13,797

Triton Purchase Agreement [Member] | Subsequent Event [Member]

Subsequent Event [Line Items]

Proceeds from the sale of common stock, net of fees and expenses, shares

75,000

Proceeds from shares issued

$ 850,000

Common stock, par value

$ 0.0001

Shares issued price per share

$ 0.85

Purchase agreement, description

The purchase agreement expires upon the earlier of the sale of all 1,000,000 shares of the Company’s common stock or December 31, 2024

Warrants to purchase shares

1,000,000

Exercise price of warrants

$ 2

Stock purchase, shares

260,000

Stock return, shares

185,000

Triton Purchase Agreement [Member] | Subsequent Event [Member] | Maximum [Member]

Subsequent Event [Line Items]

Proceeds from the sale of common stock, net of fees and expenses, shares

1,000,000

First Fire Purchase Agreement [Member] | Subsequent Event [Member]

Subsequent Event [Line Items]

Debt Instrument, Description

the Company agreed to issue and sell, (i) a promissory note with an aggregate principal amount of $275,000.00, which is convertible into shares of the Company’s common stock, according to the terms, conditions, and limitations outlined in the note (the “FirstFire Note”), (ii) a warrant (the “First Warrant”) to purchase 229,167 shares (the “First Warrant Shares”) of the Company’s common stock at an exercise price of $1.20 per share, (iii) a warrant (the “Second Warrant”) to purchase 500,000 shares (the “Second Warrant Shares”) of common stock at an exercise price of $0.01 issued to FirstFire, and (iv) 50,000 shares of common stock (the “Commitment Shares”), for a purchase price of $250,000.

Cash fee

$ 25,000

Interest value

$ 33,000