Exhibit 99.3

INVO BIOSCIENCE, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On March 16, 2023, INVO Bioscience Inc., a Nevada corporation (“INVO”), through Wood Violet Fertility LLC, a Delaware limited liability company (“Buyer”) and wholly owned subsidiary of INVO Centers LLC, a Delaware company wholly-owned by INVO, entered into binding purchase agreements to acquire Wisconsin Fertility Institute (the “Clinic”) for a combined purchase price of $10 million (the “WFI Acquisition”).

The purchase price is payable in four installments of $2.5 million each, payable at closing and on each of the subsequent three anniversaries of closing. The sellers have the option to take all or a portion of the final three installments in shares of INVO common stock valued at $6.25, $9.09, and $14.29, for the second, third, and final installments, respectively.

The Clinic 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 the Clinic’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.

As described in greater detail in the Current Report on Form 8-K (the “Report”) to which these pro forma condensed combined financial statements are an exhibit, INVO is purchasing the non-medical assets of WFRSA and one hundred percent of FLOW’s membership interests.

On March 16, 2023, Buyer entered into an Asset Purchase Agreement (the “APA”) with WFRSA and The Elizabeth Pritts Revocable Living Trust (the “Seller,” together with the WFRSA, the “Seller Parties”) pursuant to which Buyer agreed to acquire the Purchased Assets (as defined in the APA) related to WFRSA’s business. Buyer also agreed to assume certain liabilities of WFRSA as set forth in the APA. Certain non-clinical assets, properties and rights of WFRSA shall be excluded from the Purchased Assets including patient lists, charts, records and ledgers, all contracts with Payors (as defined in the APA); all Health Care Permits (as defined in the APA).

The Buyer will deliver to WFRSA an amount equal to (all capitalized terms as defined in the APA) the Closing Payment at closing consisting of $500,000 less Target Closing Date Debt less the Holdback Amount of $280,000. Buyer has agreed to make the following Post-Closing Additional Payments of $500,000 on each of the first three anniversaries of closing provided that Seller may elect to receive shares of INVO common stock in lieu of such cash payments as follows: (i) 80,000 shares of INVO common stock on the first additional payment date; (ii) 55,000 shares of INVO common stock on the second additional payment date and (iii) 35,000 shares of INVO common stock on the third additional payment date. The Additional Payments are secured by Seller having a subordinated lien on the Purchased Assets.

On March 16, 2023, Buyer entered into a Membership Interest Purchase Agreement (the “MIPA”) with FLOW, IVF Science, LLC, a Wisconsin limited liability company, owned by Wael Megid, Ph.D., and Dr. Elizabeth Pritts as trustee for the Elizabeth Pritts Revocable List Trust, a Trust created under the laws of the State of Wisconsin (each, a “Selling Member” and collectively, the “Selling Members”). Under the MIPA, the Selling Members agreed to sell to Buyer 100% of the Membership Interests of FLOW for a purchase price equal to (all capitalized terms as defined in the MIPA) the Initial Purchase Price, which is equal to (i) two million dollars ($2,000,000) minus (ii) the Closing Indebtedness minus (iii) any Transaction Expenses minus (iv) the Holdback Amount of $70,000. In addition to the Initial Closing Payment, Purchaser has agreed to pay to the Selling Members additional payments of $2,000,000 within 90-days of each of the first three anniversaries of closing provided that Selling Members may elect to receive shares of INVO common stock in lieu of such cash payments as follows: (i) 320,000 shares of INVO common stock on the first additional payment date; (ii) 220,000 shares of INVO common stock on the second additional payment date and (iii) 140,000 shares of INVO common stock on the third additional payment date. These additional payments are secured by the Selling Members having a lien on the assets of FLOW.

The following unaudited pro forma condensed combined financial statements are based on the INVO’s historical consolidated financial statements and the historical combined financial statements of WFRSA and FLOW (the “Companies”) as adjusted to give effect to the WFI Acquisition and related financing transactions. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2022 and the year ended December 31, 2021 give effect to these transactions as if they had occurred on January 1, 2021. The unaudited pro forma condensed combined balance sheet as of September 30, 2022 gives effect to these transactions as if they had occurred on September 30, 2022.

The unaudited pro forma combined balance sheet and unaudited combined statement of operations are presented for informational purposes only and do not purport to be indicative of the combined financial condition that would have resulted if the acquisition would have occurred on January 1, 2021.

The unaudited pro forma condensed combined financial statements should be read together with INVO’s historical financial statements, which are included in INVO’s latest Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, and the Companies’ historical financial statements, which are included in the Report.

INVO BIOSCIENCE, INC.

PRO FORMA COMBINED BALANCE SHEET

(UNAUDITED)

AS OF SEPTEMBER 30, 2022

	INVO			WFI
	September 30, 2022			September 30, 2022			Pro Forma Adjustments			Pro Forma Balances
ASSETS
Current assets
Cash	$	285,697		$	621,220		$	-		$	906,917
Accounts receivable		71,311			275,036			-			346,347
Inventory		280,131			-			-			280,131
Prepaid expenses and other current assets		305,151			526			-			305,677
Total current assets		942,290			896,782			-			1,839,072
Property and equipment, net		456,352			56,764			-			513,116
Goodwill		-			-			10,075,471	(a)		10,075,471
Intangible assets, net		132,679			-			-			132,679
Investment in joint ventures		1,281,306			-			-			1,281,306
Lease right of use		1,865,648			1,021,588			-			2,887,236
Total assets	$	4,678,275		$	1,975,134		$	10,075,471			16,728,880
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	689,558		$	54,035		$	-			743,593
Accrued compensation		643,608			-			-			643,608
Deferred revenue, current portion		98,659			497,922			-			596,581
Distributions payable		-			467,702			-			467,702
Lease liability, current portion		229,169			196,200			-			425,369
Total current liabilities		1,660,994			1,215,859			-			2,876,853
Deferred tax liability		1,139			-			-			1,139
Long-term liability		-			-			7,500,000	(b)		7,500,000
Lease liability, net of current portion		1,728,918			834,746			-			2,563,664
Total liabilities		3,391,051			2,050,605			7,500,000			12,941,656
Stockholders’ equity
Common stock		1,217			-			417	(c)		1,634
Additional paid-in capital		48,302,505			-			2,499,583	(c)		50,802,088
Accumulated deficit		(47,016,498	)		-			-			(47,016,498	)
Members’ capital - beginning		-			(88,533	)		88,533			-
Members’ capital - current year		-			13,062			(13,062	)		-
Total stockholders’ equity		1,287,224			(75,471	)		2,575,471			3,787,224
Total liabilities and stockholders’ equity	$	4,678,275		$	1,975,134		$	10,075,471			16,728,880

INVO BIOSCIENCE, INC.

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

(UNAUDITED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022

										Pro Forma
	INVO September 30, 2022			WFI September 30, 2022			Pro Forma Adjustments			Combined September 30, 2022
Revenue:
Product revenue	$	149,453		$	-		$	-		$	149,453
Clinic revenue		394,601			3,971,254			-			4,365,855
Total revenue		544,054			3,971,254			-			4,515,308
Cost of revenue		252,329			1,697,111			-			1,949,440
Gross profit		291,725			2,274,143			-			2,565,868
Operating expenses:
Selling, general and administrative	$	7,729,694		$	953,189		$	-			8,682,883
Research and development		470,208			-			-			470,208
Total operating expenses		8,199,902			953,189			-			9,153,091
Income (loss) from operations		(7,908,177	)		1,320,954			-			(6,587,223	)
Other income (expense):
Loss from equity method investment	$	(210,565	)	$	-		$	-			(210,565	)
Other income		-			119			-			119
Interest income		307			-			-			307
Interest expense		(3,319	)		(248	)		-			(3,567	)
Foreign currency exchange loss		(2,922	)		-			-			(2,922	)
Total other expense, net		(216,499	)		(129	)		-			(216,628	)
Income (loss) before income taxes		(8,124,676	)		1,320,825			-			(6,803,851	)
Provision for income taxes		800			-			-	(d)		800
Net income (loss)		(8,124,676	)		1,320,825			-			(6,804,651	)
Net profit (loss) per common share								-
Basic		(0.67	)		-			-			(0.56	)
Diluted		(0.67	)		-			-			(0.56	)
Weighted average number of common shares outstanding:
Basic		12,107,124			-			-			12,107,124
Diluted		12,107,124			-			-			12,107,124

INVO BIOSCIENCE, INC.

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

(UNAUDITED)

FOR THE YEAR ENDED DECEMBER 31, 2021

										Pro Forma
	INVO December 31, 2021			WFI December 31, 2021			Pro Forma Adjustments			Combined December 31, 2021
Revenue:
Product Revenue	$	544,942		$	-		$	-		$	544,942
Clinic Revenue		43,745			5,676,804			-			5,720,549
License revenue		3,571,429			-			-			3,571,429
Total revenue		4,160,116			5,676,804			-			9,836,920
Cost of revenue		145,052			2,335,774			-			2,480,826
Gross profit		4,015,064			3,341,030			-			7,356,094
Operating expenses:
Selling, general and administrative	$	9,015,158		$	1,216,069		$	-			10,231,227
Research and development		216,430			-			-			216,430
Total operating expenses		9,231,588			1,216,069			-			10,447,657
Income (loss) from operations		(5,216,524	)		2,124,961			-			(3,091,563	)
Other income (expense):
Loss from equity method investment	$	(327,542	)	$	-		$	-			(327,542	)
Other income		159,126			182,719			-			341,845
Interest income		3,657			-			-			3,657
Interest expense		(1,265,359	)		(360	)		-			(1,264,719	)
Foreign currency exchange loss		(3,534	)		-			-			(3,534	)
Total other expense, net		(1,433,652	)		182,359			-			(1,251,293	)
Income (loss) before income taxes		(6,650,176	)		2,307,320			-			(4,342,856	)
Provision for income taxes		4,764			-			-	(d)		4,764
Net income (loss)		(6,654,940	)		2,307,320			-			(4,347,620	)
Net profit (loss) per common share
Basic		(0.63	)		-			-			(0.41	)
Diluted		(0.63	)		-			-			(0.41	)
Weighted average number of common shares outstanding:
Basic		10,632,413			-			-			10,632,413
Diluted		10,632,413			-			-			10,632,413

INVO BIOSCIENCE, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

Note 1 – Basis of presentation

The WFI Acquisition will be accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. As the acquirer for accounting purposes, the Company has estimated the fair value of WFI’s assets acquired and liabilities assumed and conformed the accounting policies of WFI to its own policies.

Note 2 – Calculation of purchase consideration and preliminary purchase price allocation

The following table summarizes the fair value of purchase consideration that will be transferred on the Closing Date:

Proceeds from the sale of INVO common stock	$	2,500,000
Total upfront cash consideration		2,500,000
Future cash or equity consideration(1)		7,500,000
Total purchase consideration	$	10,000,000

(1) Sellers may elect to receive shares of INVO common stock in lieu of cash payments. See Note 3.

The Company has performed a preliminary valuation analysis of the fair market value of the Companies’ assets and liabilities. The following table summarizes the preliminary allocation of the purchase price as of September 30, 2022:

Cash	$	621,220
Accounts receivable		275,036
Prepaid expenses and other current assets		526
Property and equipment, net		56,764
Lease right of use asset		1,021,588
Goodwill		10,075,471
Accounts payable and accrued expenses		(54,035	)
Distributions payable		(467,702	)
Deferred revenue		(497,922	)
Lease liability		(1,030,946	)
Total consideration	$	10,000,000

This preliminary purchase price allocation has been used to prepare pro forma adjustments in the unaudited pro forma condensed combined balance sheet and income statements. The final purchase price allocation will be determined when INVO has completed all detailed valuations and necessary calculations, which are expected to be finalized within the next twelve months. The final allocation could differ materially from the preliminary allocation used in the pro forma adjustments. The final allocation may include (i) changes in identifiable net assets, (ii) changes in fair values of property, plant and equipment, and (iii) other changes to assets and liabilities.

Note 3 – Pro forma adjustments

The pro forma adjustments are based on the INVO’s preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma condensed combined financial statements:

(a) Represents the preliminary goodwill associated with the WFI Acquisition as presented in Note 2. Goodwill represents the estimate of the excess of the purchase price over the fair value of the assets acquired and liabilities assumed.

(b) Represents the future cash payments owed for the WFI acquisition. INVO has agreed to make additional payments of $2,500,000 within 90-days of each of the first three anniversaries of closing. The sellers may elect to receive shares of INVO common stock in lieu of cash payments as follows: (i) 400,000 shares of INVO common stock on the first additional payment date; (ii) 275,000 shares of INVO common stock on the second additional payment date and (iii) 175,000 shares of INVO common stock on the third additional payment date.

(c) Represents estimated proceeds from common stock sold by INVO to meet the initial $2.5 million due upon closing of the WFI acquisition. As an alternative, INVO may decide to fund the upfront consideration using debt financing, if available on reasonable terms.

(d) WFRSA and FLOW are taxed at the partnership level and as such no provision for income taxes has been recorded for the WFI Acquisition.