SecProbe.io

February 6, 2026
Steve Shum
Chief Executive Officer
INVO Fertility, Inc.
5582 Broadcast Court
Sarasota, Florida 34240
Re:INVO Fertility, Inc.
Registration Statement on Form S-1
Filed February 2, 2026
File No. 333-293135
Dear Steve Shum:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and Services
cc:Marc Indeglia, Esq.

CORRESP
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INVO
FERTILITY, INC.

5582
BROADCAST COURT

Sarasota,
Florida 32240

February
6, 2026

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

    Re:
    INVO
    Fertility, Inc. (the “Company”)

    Registration
    Statement on Form S-1

    File
    No. 333-293135

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date
of the above-referenced Registration Statement be accelerated so that the same will become effective at 4:00 p.m. on February 10, 2025,
or as soon thereafter as is practicable.

    Very
    truly yours,

    INVO
    Fertility, Inc.

    By:
    /s/
    Steven Shum

    Name:
    Steven
    Shum

    Title:
    Chief
    Executive Officer

CORRESP
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INVO
FERTILITY, INC.

5582
BROADCAST COURT

Sarasota,
Florida 32240

December
23, 2025

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

  Re:
  INVO Fertility, Inc. (the
  “Company”)

  Registration Statement on
  Form S-1

  File No. 333-292206

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date
of the above-referenced Registration Statement be accelerated so that the same will become effective at 4:00 p.m. on December 29, 2025,
or as soon thereafter as is practicable.

    Very
                    truly yours,

    INVO Fertility, Inc.

    By:
    /s/
    Steven Shum

    Name:
    Steven Shum

    Title:
    Chief Executive Officer

CORRESP
1
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5582
Broadcast Court

Sarasota,
Florida 34320

January
8, 2025

Division
of Corporation Finance

Office
of Industrial Applications and Services

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Re:
    NAYA
    Biosciences, Inc.

Registration
Statement on Form S-1

File
No. 333-283872

To
whom it may concern:

NAYA
Biosciences, Inc. (the “Company”) hereby requests, pursuant to Rule 461 under the Securities Act of 1933, as amended, that
the above-referenced registration statement be accelerated to 9:00 a.m., Eastern Time, on Monday, January 13, 2025, or as soon thereafter
as practicable.

The
Company hereby acknowledges that:

    1.
    should
    the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
    from taking any action with respect to the filing;

    2.
    the
    action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
    the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    3.
    the
    Company may not assert staff comments or the declaration of effectiveness of this registration statement as a defense in any proceeding
    initiated by the Commission or any person under the federal securities laws of the United States.

    Very
    truly yours,

    NAYA
    BIOSCIENCES, INC.

    By:
    /s/
    Steven Shum

    Steven
    Shum

    Chief
                                            Executive Officer

    cc:
    Katherine Bagley, Esq.

    Robert
    Augustin, Esq.

December 23, 2024
Steve Shum
Chief Executive Officer
NAYA Biosciences, Inc.
5582 Broadcast Court
Sarasota, Florida 34240
Re:NAYA Biosciences, Inc.
Registration Statement on Form S-1
Filed December 17, 2024
File No. 333-283872
Dear Steve Shum:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Robert Augustin at 202-551-8483 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Marc Indeglia

CORRESP
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5582
Broadcast Court

Sarasota,
Florida 34320

December
19, 2024

Division
of Corporation Finance

Office
of Industrial Applications and Services

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Re:
    NAYA
    Biosciences, Inc.

    Registration
    Statement on Form S-3

    File
    No. 333-279593

To
whom it may concern:

NAYA
Biosciences, Inc. (the “Company”) hereby requests, pursuant to Rule 461 under the Securities Act of 1933, as amended, that
the above-referenced registration statement be accelerated to 5:00 p.m., Eastern Time, on Friday, December 20, 2024, or as soon thereafter
as practicable.

The
Company hereby acknowledges that:

    1.
    should
    the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
    from taking any action with respect to the filing;

    2.
    the
    action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
    the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    3.
    the
    Company may not assert staff comments or the declaration of effectiveness of this registration statement as a defense in any proceeding
    initiated by the Commission or any person under the federal securities laws of the United States.

    Very
    truly yours,

    NAYA
    BIOSCIENCES, INC.

    By:
    /s/
    Steven Shum

    Steven
    Shum

    Chief
    Executive Officer

  cc:
  Katherine Bagley, Esq.

  Robert
Augustin, Esq.

CORRESP
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  10250 Constellation Blvd.

19th Floor

Los Angeles, CA 90067

310.553.3000 TEL

310.556.2920 FAX

November
20, 2024

    Marc
    A. Indeglia

    Direct
    Dial

    310.282.6245

    Direct
    Fax

    310.785.3545

    Email

    mindeglia@glaserweil.com

Katherine Bagley, Esq.

Robert Augustin, Esq.

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:

    NAYA
    Biosciences, Inc.

    Registration
    Statement on Form S-3

    Filed
    May 21, 2024

    File
    No. 333-279593

Dear
Ms. Bagley and Mr. Augustin:

On
behalf of our client, NAYA Biosciences, Inc., a Nevada corporation formerly known as INVO Bioscience, Inc. (the “Company”),
set forth below is the Company’s response to the comment of the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) delivered by way of it letter dated August 15, 2024 (the “Comment Letter”)
with respect to the Company’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the “Commission”)
on May 21, 2024 (the “Registration Statement”). For your convenience, we have included the original comment from the
Comment Letter in their entirety.

Registration
Statement on Form S-3

Incorporation
of Certain Documents by Reference, page 2

 1. We
                                            have read your response to prior comment 1 and reissue in part. We understand that your proposal
                                            is to amend your filings to disclose to investors that in applying your lease accounting
                                            you are using the Federal government’s borrowing rate which you determined to have
                                            the same effect as using the Registrant’s incremental borrowing rates. One outcome
                                            of this proposal is that your December 31, 2023 total assets appear to be overstated by approximately
                                            8%. Given the impact of this error on your total assets, it is not clear how you reasonably
                                            concluded that the corresponding financial statement account balances should not be consistent
                                            with the applicable discount rates required by GAAP. Please revise the financial statement
                                            balances to be consistent with the applicable GAAP requirements. Alternatively, please provide
                                            us an expanded analysis that includes all applicable calculations and a quantified reconciliation
                                            between your assumed 2023 incremental borrowing rates and your actual 2023 borrowing rates
                                            as previously requested. In this regard, it appears that your actual borrowing rates may
                                            be a more objective and reliable source of evidence in estimating your 2023 incremental borrowing
                                            rate. We may have further comment.

Katherine
Bagley, Esq.

Robert
Augustin, Esq.

Securities
and Exchange Commission

November
20, 2024

Page
2

Response:
The Company has considered the comment of the SEC staff (the “Staff”) dated August 15, 2024 and the various subsequent communications
with the Staff. As set forth in the Company’s Current Report on Form 8-K filed on September 20, 2024, the Company has determined
that, in recognizing a right-of-use (“ROU”) asset and corresponding lease liability for its operating leases on its
balance sheet, it incorrectly utilized the applicable federal rates as the discount rates for the valuation of the ROU asset and corresponding
lease liability, rather than the Company’s incremental borrowing rates. The impact of this error is limited to the Company’s
assets and liabilities, and the error did not impact the Company’s revenue, results of operation, earnings (loss) per share, or
net equity. The error has not resulted in any change to the Company’s business plan or operations and does not impact any regulatory
requirements or management compensation. The Audit Committee of the Company, after considering the recommendations of management, concluded
that the Company’s previously issued consolidated financial statements as of and for the periods ended June 30, 2024, March 31,
2024, December 31, 2023, September 30, 2023, June 30, 2023, March 31, 2023, December 31, 2022, September 30, 2022, June 30, 2022, March
31, 2022, December 31, 2021, September 30, 2021, and June 30, 2021 (collectively, the “Previous Financial Statements”)
should no longer be relied upon.

To
recap the previous correspondence, the Company retained Scalar, an independent valuation firm that the Company, to opine and advise on
the proper methodology to determine the Company’s incremental borrowing rates for each lease. In reliance on the opinion and advice
of Scalar, the Company developed a synthetic credit rating as of the commencement date of each lease. (ASC Lease Topic 842 provides that
the discount rate is to be determined at the commencement date of the lease.) This credit rating was determined by analyzing 24 financial
metrics that are specific to the Company – 12 operational metrics, 7 solvency metrics, and 5 liquidity metrics – and using
a random forest algorithm to compare metrics with credit ratings of other companies with publicly available credit ratings to determine
the Company’s synthetic credit rating. The Company understands that this methodology is customary in the accounting and valuation
industry, as it considers the Company’s credit quality and creditworthiness, the amount of lease payments, the terms of the leases,
the requirement to use a collateralized cost of borrowing, and the economic environment.

Katherine
Bagley, Esq.

Robert
Augustin, Esq.

Securities
and Exchange Commission

November
20, 2024

Page
3

However,
with respect to the two leases into which the Company entered in 2023, the Company also considered the effective interest rate under
a Revenue Loan and Security Agreement (the “RLSA”) on September 29, 2023 with Decathlon Alpha V LP. The Company entered
into the RSLA seven weeks after the commencement date of the latest lease. The effective interest rate being charged to the Company under
the RLAS is 21% (the “RSLA Rate”). Due to the proximity of time between the Company’s entry into the two leases
and its entry into the RSLA, the Company adjusted its 2023 incremental borrowing rates to take the RSLA Rate into consideration by using
a weighted average of the RSLA Rate and the rates determined using the Scalar methodology. For the 2023 leases, the Company used a weighted
average of 50% of the RSLA Rate and 50% of the 2023 rates determined using the Scalar methodology. This determination results from consideration
and evaluation of all relevant components, considerations, and adjustments, including its actual post-lease borrowing rate, inclusive
of securitization, its credit risk, borrowing rates for companies of similar credit quality, the collateralized nature of the lease,
the market spread between secured and unsecured borrowings, alignment of borrowing terms and lease terms, and the economic environment.
The determination reflects the following: (1) the Scalar Rates consider 24 different financial metrics of the Company, (2) the RSLA Rate
was established seven weeks after the latest measurement date and was not known or knowable as of that date, and (3) the RSLA contains
unique payment terms, maturities, and amounts that make it less comparable to either of the 2023 lease agreements.

The
Company notes that it could not run a similar analysis for its 2019 lease or its 2021 leases because it did not have borrowings that
commenced in or near those periods. The Company borrowed in 2018 on an unsecured basis at a rate of 9%, which is close to the incremental
borrowing rate of 8.8% for the 2019 lease. The Company borrowed in 2020 on an unsecured basis at rates ranging from 1% to 10%. The incremental
borrowing rates of 7.45% and 6.76% fell within that range. Due to the significant deviation in elapsed time between the times of borrowing
and the commencement dates, the terms of the borrowings, the unsecured nature of the borrowings, and the other unique features of each
of the borrowings (including that one of the borrowings was a “PPP” loan), the Company determined that making an adjustment
such as the one made for the 2023 leases would be inappropriate and unnecessary.

Katherine
Bagley, Esq.

Robert
Augustin, Esq.

Securities
and Exchange Commission

November
20, 2024

Page
4

Pursuant
to the foregoing, the Company determined the incremental borrowing rates for each of its leases:

    Lease

    Incremental
    Borrowing Rate

    Commercial
    Lease Agreement dated May 1, 2019 between the Company and PJ LLC

    8.80%

    Lease
    Agreement dated March 2021 with Trustmark National Bank

    7.45%

    Sublease
    Agreement dated June 29, 2021 between Assure Fertility Partners of Atlanta II and Bloom INVO LLC

    6.76%

    Lease
    Agreement dated May 23, 2022 between 4602 North Armenia Ave, LLC and INVO Centers, LLC

    15.75%

    Lease
    Agreement dated July 1, 2023 between Taylyn Holdings, LL and Wood Violet Fertility, LLC

    15.65%

Accordingly,
on November 19, 2024, in lieu of filing multiple amended 10-Ks, the Company filed Amendment No. 3 to its Annual Report on Form 10-K for
the year ended December 31, 2023 (the “10-K Amendment”), which contains restated financial statements as of December
31, 2023 and December 31, 2022 and for the years then ended that reflect adjustments of the value of its ROU assets and corresponding
lease liabilities. The 10-K Amendment includes a restated audit report for those periods. In addition, Footnotes 2 and 3 to those financial
statements sets forth the original and restated consolidated balance sheets of the Company, in tabular format, as of December 31, 2021,
December 31, 2022, December 31, 2023, June 30, 2021, September 30, 2021, March 31, 2022, June 30, 2022, September 30, 2022, March 31,
2023, June 30, 2023, and September 30, 2023. The 10-K Amendment updates the disclosures related to the incremental borrowing rate and
the disclosures required by ASC 842-20-50-4 by revising Footnote 11 (formerly Footnote 9) to the financial statements. Finally, the 10-K
Amendment provides revised conclusions regarding the Company’s disclosure controls and procedures and its internal control over
financial reporting.

Also
on November 19, 2024, the Company filed Amendment No. 1 to its Quarterly Report on Form 10-Q for the period ended June 30, 2024 (the
“10-Q Amendment”), which contains restated financial statements as of June 30, 2024 and for the period then ended
that reflect adjustments of the value of its ROU assets and corresponding lease liabilities. In addition, Footnote 2 to those financial
statements sets forth the original and restated consolidated balance sheets of the Company, in tabular format, as of June 30, 2024 and
March 31, 2024. The 10-Q Amendment updates the disclosures related to the incremental borrowing rate and the disclosures required by
ASC 842-20-50-4 by revising Footnote 10 (formerly Footnote 9) to the financial statements. Finally, the 10-Q Amendment provides revised
conclusions regarding the Company’s disclosure controls and procedures and its internal control over financial reporting.

Katherine
Bagley, Esq.

Robert
Augustin, Esq.

Securities
and Exchange Commission

November
20, 2024

Page
5

The
Company is supplementally providing versions of the 10-K Amendment and the 10-Q Amendment marked to show the changes from the original
filings.

On
behalf of the Company, please be advised that the Company has endeavored to respond fully to the Staff’s comment. We acknowledge
and understand that any comment from the Staff regarding these issues would not be binding and would not commit the Staff in any manner.
Further, the Company acknowledges that:

 1. Should
                                            the Commission or the Staff, acting pursuant to delegated authority, declare the Registration
                                            Statement effective, it does not foreclose the Commission from taking any action with respect
                                            to the filing;

 2. the
                                            action of the Commission or the staff, acting pursuant to delegated authority, in declaring
                                            the Registration Statement effective, does not relieve the Company from its full responsibility
                                            for the adequacy and accuracy of the disclosure in the Registration Statement; and

 3. the
                                            Company may not assert this action as a defense in any proceeding initiated by the Commission
                                            or any person under the federal securities laws of the United States.

Please
advise us as soon as possible if the staff has any further comments relating to the Registration Statement. You may contact the undersigned
at (310) 282-6245. Thank you in advance for your courtesy and cooperation.

Very
truly yours,

MARC
A. INDEGLIA

of
GLASER WEIL FINK HOWARD JORDAN & SHAPIRO LLP

MAI:ph

    cc:

    NAYA
    Biosciences, Inc.

August 15, 2024
Steven Shum
Chief Executive Officer
INVO Bioscience, Inc.
5582 Broadcast Court
Sarasota, Florida 34240
Re:INVO Bioscience, Inc.
Correspondence Dated July 31, 2024
Registration Statement on Form S-3 Filed May 21, 2024
File No. 333-279593
Dear Steven Shum:
            We have reviewed your July 31, 2024 response to our comment letter and have the
following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our July 18, 2024 letter.
Registration Statement on Form S-3, Correspondence Dated July 31, 2024
Incorporation of Certain Documents by Reference, page 2
We have read your response to prior comment 1 and reissue in part. We understand that
your proposal is to amend your filings to disclose to investors that in applying your lease
accounting you are using the Federal government’s borrowing rate which you determined
to have the same effect as using the Registrant’s incremental borrowing rates. One
outcome of this proposal is that your December 31, 2023 total assets appear to be
overstated by approximately 8%. Given the impact of this error on your total assets, it is
not clear how you reasonably concluded that the corresponding financial statement
account balances should not be consistent with the applicable discount rates required by
GAAP. Please revise the financial statement balances to be consistent with the applicable
GAAP requirements. Alternatively, please provide us an expanded analysis that includes
all applicable calculations and a quantified reconciliation between your assumed 2023 1.

August 15, 2024
Page 2
incremental borrowing rates and your actual 2023 borrowing rates as previously
requested. In this regard, it appears that your actual borrowing rates may be a more
objective and reliable source of evidence in estimating your 2023 incremental borrowing
rate. We may have further comment.
            Please contact Robert Augustin at 202-551-8483 or Katherine Bagley at 202-551-2545
with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Marc Indeglia

CORRESP
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    10250
                                            Constellation Blvd.

                                            19th Floor

                                            Los Angeles, CA 90067

                                            310.553.3000 TEL

                                            310.556.2920 FAX

                                                                     July
                                            31, 2024

    Marc
                                            A. Indeglia

    Direct
    Dial

    310.282.6245

    Direct
    Fax

    310.785.3545

    Email

    mindeglia@glaserweil.com

    Katherine
                                            Bagley, Esq.

    Robert
    Augustin, Esq.

    Securities
    and Exchange Commission

    100
    F Street, N.E.

    Washington,
    DC 20549

  Re:
  INVO Bioscience, Inc.

  Registration Statement on Form S-3

  Filed May 21, 2024

  File No. 333-279593

Dear
Ms. Bagley and Mr. Augustin:

On
behalf of our client, INVO Bioscience, Inc., a Nevada corporation (the “Company”), set forth below is the Company’s
response to the comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
delivered by way of it letter dated July 18, 2024 (the “Comment Letter”) with respect to the Company’s Registration
Statement on Form S-3 filed with the Securities and Exchange Commission (the “Commission”) on May 21, 2024 (the “Registration
Statement”). For your convenience, we have included the original comment from the Comment Letter in their entirety.

Registration
Statement on Form S-3

Incorporation
of Certain Documents by Reference, page 2

 1. We
                                            have read your response to prior comment 1 and reissue in part. Please provide the objective
                                            evidence that you used to determine the purported incremental borrowing rates cited in your
                                            response. In this regard, please note that these estimates should be based on relevant objective
                                            and observable data and also any market-based data that is comparable to the registrant’s
                                            facts and circumstances. Your analysis should provide all calculations and clearly correlate
                                            your conclusions with the actual borrowing rates reported in the Registrant’s financial
                                            statements as well as the Registrant’s operating performance and liquidity at inception
                                            of the leases. In your response, please also clarify how you reasonably concluded that the
                                            Registrant’s incremental borrowing rates could possibly range as low as 2.54% given
                                            the Registrant’s consistent operating losses and cash flow deficits and the fact that
                                            the Registrant’s actual borrowing rates range from 10% to 100%. Also, if you used an
                                            assumption about the spread in market rates between collateralized and uncollateralized debt
                                            then please provide that data to us. We may have further comment.

Response:
In determining its incremental borrowing rates for the leases, the Company reviewed the Survey of Terms of Business Lending from the
Small Business Credit Survey collected by the Federal Reserve Bank of Kansas City (located at https://www.nav.com/small-business-loans/commercial-interest-rates/)
and the historical interest rates for the SBA 504 Loan Program as published by the Nebraska Business Development Center (located at https://nedcoloans.org/historical-rates-year/).
Due to its financial condition (including, without limitation, its operating losses and cash flow deficits) at each of the relevant measurement
periods, the Company elected to use the interest rates published by the Federal Reserve Bank of Kansas City as its incremental borrowing
rates, which were consistently higher than those of the SBA 504 Loan Program. Although the Company has had past borrowings, these borrowings
did not occur at or near the commencement date of each lease, and the terms of the borrowings were not of similar terms to the leases
in question.

    Katherine Bagley, Esq.

Robert Augustin, Esq.

Securities and Exchange Commission

July 31, 2024

Page 2

In
further consideration of the Staff’s partial re-issuance of its comment, the Company has engaged Scalar, a leading independent
valuation firm, to provide an opinion regarding the Company’s incremental borrowing rates for each lease in question. Scalar determined
that the most appropriate methodology for determining the incremental borrowing rates was to develop a synthetic credit rating for the
Company as of the commencement date of each lease, since, as stated above, the Company’s past borrowings do not coincide in commencement
date or term with any of the leases, and since the Company does not have an established credit rating.

To
do this, Scalar performed an analysis using a random forest algorithm to compare various financial metrics of the Company against other
public companies. (These metrics are set forth in the table attached hereto as Exhibit A.) The source data for this comparison
included all publicly credit rated companies on major exchanges. The model then compares the Company’s financial metrics as of
the lease commencement date to the financial metrics of the data for the publicly credit rated companies to determine the appropriate
credit rating for the Company. Based on the foregoing analysis, Scalar determined that the Company’s synthetic credit rating for
each of the leases was CCC+.

Since
an incremental borrowing rate for a lease would represent a collateralized rate, Scalar adjusted the synthetic rating upward by one notch
(CCC+ to B-) to reflect the reduced risk. Lastly, Scalar took the adjusted synthetic rating and the various terms of the leases and selected
the incremental borrowing rate based on the commencement date, duration of the lease, and a corresponding corporate yield curve. Since
S&P data does not provide + or – yield curve ratings, Scalar considered both the B and CCC yield curve and applied a 75% weighting
to the B rating as B- is closer to a B than a CCC rating.

    Katherine Bagley, Esq.

Robert Augustin, Esq.

Securities and Exchange Commission

July 31, 2024

Page 3

Upon
further review and analysis, the Company has determined that the following are the proper incremental borrowing rates for each lease:

    Lease
    Incremental
    Borrowing Rate

    Commercial Lease Agreement dated
    May 1, 2019 between the Company and PJ LLC
    8.80%

    Lease Agreement dated March 2021 with Trustmark
    National Bank
    7.45%

    Sublease Agreement dated June 29, 2021 between
    Assure Fertility Partners of Atlanta II and Bloom INVO LLC
    6.76%

    Lease Agreement dated May 23, 2022 between
    4602 North Armenia Ave, LLC and INVO Centers, LLC
    10.51%

    Lease Agreement dated July 1, 2023 between
    Taylyn Holdings, LL and Wood Violet Fertility, LLC
    10.28%

Scalar’s
final opinion is attached hereto as Exhibit B.

Had
the Company used the foregoing incremental borrowing rates to determine its lease liabilities, the Company’s lease liabilities
would have been $4,239,252 as of December 31, 2023 and $2,799,442 as of March 31, 2024 (as opposed to $5,919,644 as of
December 31, 2023 and $3,490,579 as of March 31, 2024). This reflects an impact to lease liabilities of $(1,680,392) as of December 31,
2023 and an impact of $(691,137) as of March 31, 2024. Correspondingly, the Company’s lease right of use assets would have been
$4,060,537 as of December 31, 2023 and $2,678,092 as of March 31, 2024 (as opposed to $5,740,929 as of December 31, 2023 and $3,369,229
as of March 31, 2024). This reflects an impact to right of use assets of $(1,680,392) as of December 31, 2023 and an impact of $(691,137)
as of March 31, 2024.1 For all periods, the differences are less than 10% of the respective financial statement category.
Further, there would be no impact on net loss, earnings per share, or net equity, either for the year ending December 31, 2023 or the
three months ending March 31, 2024.

1
The Company notes that the material decrease in the amount of lease right of use assets and lease liability from December 31, 2023
and March 31, 2024 results from the Company’s termination of the Lease Agreement dated May 23, 2022 between 4602 North Armenia
Ave, LLC and INVO Centers, LLC.

    Katherine Bagley, Esq.

Robert Augustin, Esq.

Securities and Exchange Commission

July 31, 2024

Page 4

The
Company again assessed the materiality of the error in incremental borrowing rates by considering both the quantitative and qualitative
considerations outlined in the materiality guidance set forth in SEC Staff Accounting Bulletin Topic 1.M and 1.N. The Company has again
determined that the error can be corrected as an out-of-period adjustment because it is immaterial to both the current and prior period(s).
Quantitively, as noted above, the impact was limited to assets and liabilities and was less than 10% for each financial statement category
for each period. Moreover, and more significantly, there was no quantitative impact on revenue, net loss, earnings per share, or net
equity.

Qualitatively,
the error has resulted in no change to the business plan or operations of the Company. The error has not and will not result in any impact
to loan covenants, contractual agreements, regulatory requirements, or management compensation. As stated above, neither the Company’s
net loss nor its earnings (loss) per share is materially altered as a result of the error; rather, the error results in a gross down
of assets and liabilities by a very similar amount. It is the Company’s position that that, qualitatively, a reasonable investor
would not consider these particular assets and liabilities important in making an investment decision regarding the Company.

The
Company intends to amend its Form 10-K for the year ending December 31, 2023 to update the disclosures related to the incremental borrowing
rate and the disclosures required by ASC 842-20-50-4 by revising the first paragraph of Footnote 9 to the financial statements to read
as follows:

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. The rate implicit in the lease
was not readily determinable. Historically, the Company historically utilized the applicable federal rate as of the commencement of the
lease, however, the Company has determined that utilization of the applicable federal rate was not its comparable incremental borrowing
rate. The Company has since calculated the incremental borrowing rate for each lease by developing a synthetic credit rating for the
Company as of the commencement date of each lease, adjusting the synthetic credit rating to reflect the collateralized nature of the
incremental borrowing rate, and based on the adjusted synthetic rating and the various terms of the leases, selected the incremental
borrowing rate based on the commencement date, duration of the lease, and a corresponding weight-adjusted corporate yield curve. The
Company then completed a sensitivity analysis on all of its current leases and determined there was no material difference between using
the applicable federal rate and the applicable incremental borrowing rate. 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.

    Katherine Bagley, Esq.

Robert Augustin, Esq.

Securities and Exchange Commission

July 31, 2024

Page 5

The
Company intends to further amend its Form 10-K for the year ending December 31, 2023 to update the disclosures related to the incremental
borrowing rate and the disclosures required by ASC 842-20-50-4 by revising the fourth paragraph of Footnote 9 to the financial statements
to read as follows:

For
the year ended December 31, 2023, the weighted average remaining lease term for operating leases was 150 months. For the year ended December
31, 2023, the weighted average discount rate for operating leases was 9.7%. The Company paid approximately $0.3 million in cash for operating
lease amounts included in the measurement of lease liabilities for the year ended December 31, 2023. The Company did not have any finance
leases as of December 31, 2023.

The
Company intends to amend its Form 10-Q for the period ending March 31, 2024 as follows to update the disclosures related to the incremental
borrowing rate and the disclosures required by ASC 842-20-50-4 by revising the first paragraph of Footnote 9 to the financial statements
to read as follows:

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. The rate implicit in the lease
was not readily determinable. Historically, the Company historically utilized the applicable federal rate as of the commencement of the
lease, however, the Company has determined that utilization of the applicable federal rate was not its comparable incremental borrowing
rate. The Company has since calculated the incremental borrowing rate for each lease by developing a synthetic credit rating for the
Company as of the commencement date of each lease, adjusting the synthetic credit rating to reflect the collateralized nature of the
incremental borrowing rate, and based on the adjusted synthetic rating and the various terms of the leases, selected the incremental
borrowing rate based on the commencement date, duration of the lease, and a corresponding weight-adjusted corporate yield curve. The
Company then completed a sensitivity analysis on all of its current leases and determined there was no material difference between using
the applicable federal rate and the applicable incremental borrowing rate. 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.

The
Company intends to further amend its Form 10-Q for the period ending March 31, 2024 as follows to update the disclosures related to the
incremental borrowing rate and the disclosures required by ASC 842-20-50-4 by revising the fourth paragraph of Footnote 9 to the financial
statements to read as follows:

For
the three months ended March 31, 2024, the weighted average remaining lease term for operating leases was 105 months. For the three months
ended March 31, 2024, the weighted average discount rate for operating leases was 9.0%. The Company paid approximately $0.3 million in
cash for operating lease amounts included in the measurement of lease liabilities for the three months ended March 31, 2024. The Company
did not have any finance leases as of March 31, 2024.

    Katherine Bagley, Esq.

Robert Augustin, Esq.

Securities and Exchange Commission

July 31, 2024

Page 6

On
behalf of the Company, please be advised that the Company has endeavored to

July 18, 2024
Steven Shum
Chief Executive Officer
INVO Bioscience, Inc.
5582 Broadcast Court
Sarasota, Florida 34240
Re:INVO Bioscience, Inc.
Correspondence Dated July 8, 2024
Registration Statement on Form S-3 Filed May 21, 2024
File No. 333-279593
Dear Steven Shum:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our June 5, 2024 letter.
Correspondence Dated July 8, 2024
Incorporation of Certain Documents by Reference, page 2
We have read your response to prior comment 1 and reissue in part. Please provide the
objective evidence that you used to determine the purported incremental borrowing rates
cited in your response. In this regard, please note that these estimates should be based on
relevant objective and observable data and also any market-based data that is comparable
to the registrant’s facts and circumstances. Your analysis should provide all calculations
and clearly correlate your conclusions with the actual borrowing rates reported in the
Registrant’s financial statements as well as the Registrant’s operating performance and
liquidity at inception of the leases. In your response, please also clarify how you
reasonably concluded that the Registrant’s incremental borrowing rates could possibly
range as low as 2.54% given the Registrant’s consistent operating losses and cash flow
deficits and the fact that the Registrant’s actual borrowing rates range from 10% to 100%.
Also, if you used an assumption about the spread in market rates between collateralized 1.

July 18, 2024
Page 2
and uncollateralized debt then please provide that data to us. We may have further
comment.
            Please contact Robert Augustin at 202-551-8483 or Katherine Bagley at 202-551-2545
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Marc Indeglia

CORRESP
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    10250
    Constellation Blvd.

                                                         19th Floor

                                                         Los Angeles, CA 90067

                                                         310.553.3000 TEL

                                                         310.556.2920 FAX

                                                         Marc A. Indeglia

July
8, 2024

Direct
Dial

    310.282.6245

    Direct
    Fax

    310.785.3545

    Email

    mindeglia@glaserweil.com

    Katherine
    Bagley, Esq.

    Robert
    Augustin, Esq.

    Securities
    and Exchange Commission

    100
    F Street, N.E.

    Washington,
    DC 20549

    Re:
    INVO Bioscience, Inc.

  Registration Statement on Form S-3

  Filed May 21, 2024

File
No. 333-279593

Dear
Ms. Bagley and Mr. Augustin:

On
behalf of our client, INVO Bioscience, Inc., a Nevada corporation (the “Company”), set forth below is the Company’s
response to the comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
delivered by way of it letter dated June 5, 2024 (the “Comment Letter”) with respect to the Company’s Registration
Statement on Form S-3 filed with the Securities and Exchange Commission (the “Commission”) on May 21, 2024 (the “Registration
Statement”). For your convenience, we have included the original comment from the Comment Letter in their entirety.

Registration
Statement on Form S-3

Incorporation
of Certain Documents by Reference, page 2

 1. We
                                            note that you have incorporated by reference to your amended 10-Ks and 10-K for the year
                                            ended December 31, 2023. We note the disclosure in Note 9, on page F-14. Given the existence
                                            of notes payable, please clarify for us why you did not use your incremental borrowing rate
                                            in your lease accounting. See ASC 842-20-30-3. Also, please provide all of the disclosures
                                            required by ASC 842-20-50-4g.

Response:
ASC 842-20-30-3 provides that a lessee should use the rate implicit in the lease whenever the rate is readily determinable. When the
rate is not readily determinable, a lessee uses its incremental borrowing rate, which is the
rate of interest a lessee would have to pay to borrow an amount equal to the total lease payments on a collateralized basis
over a similar term in a similar economic environment. The implicit interest rate of the leases were not readily determinable. Upon
further review and analysis, the Company has determined that its incremental borrowing rate was not the applicable federal rate as
of the commencement of each lease.

 Katherine
                                            Bagley, Esq.

Robert
Augustin, Esq.

Securities
and Exchange Commission

July
8, 2024

Page
2

Upon
further review and analysis, the Company has determined that the following are the proper incremental borrowing rates for each lease:

    Lease

    Incremental
    Borrowing Rate

    Commercial Lease Agreement dated May 1, 2019 between
    the Company and PJ LLC

    6.24%

    Lease Agreement dated March 2021 with Trustmark National
    Bank

    2.54%

    Sublease Agreement dated June 29, 2021 between Assure
    Fertility Partners of Atlanta II and Bloom INVO LLC

    4.12%

    Lease Agreement dated May 23, 2022 between 4602 North
    Armenia Ave, LLC and INVO Centers, LLC

    8.11%

    Lease Agreement dated July 1, 2023 between Taylyn Holdings,
    LL and Wood Violet Fertility, LLC

    8.19%

Under
ASC 842-20-30, the incremental borrowing rate is calculated based
on factors specific to the company and the lease, such as the underlying asset, the lease term, and the economic environment. In
determining the foregoing incremental borrowing rates, the Company considered these factors as well as historical rates for secured loans
(such as asset based loans, SBA loans, and other commercial loans) of similar terms as of each lease commencement date. Based on these
factors, the Company determined that the incremental borrowing rates fell within a range for each lease
and elected to use the highest rate within that range.

The
Company’s notes payable are unsecured, short term obligations that were incurred in a dynamic economic environment. In light of
the material distinctions between the Company’s short term, unsecured note payables and a collateralized long term obligation,
the Company has determined that the interest rates on the notes payable do not reflect the Company’s incremental borrowing rate
under ASC 842-20-30-3.

Had
the Company used the foregoing incremental borrowing rates to determine its lease liabilities, the Company’s lease liabilities
would have been $4,930,963 as of December 31, 2023 and $3,192,322 as of March 31, 2024 (as opposed to $5,919,664 as of December 31, 2023
and $3,490,579 as of March 31, 2024). This reflects an impact to lease liabilities of $(988,681) as of December 31, 2023 and an impact
of $(298,257) as of March 31, 2024. Correspondingly, the Company’s lease right of use assets would have been $4,752,248 as of December
31, 2023 and $3,070,972 as of March 31, 2024 (as opposed to $5,740,929 as of December 31, 2023 and $3,369,229 as of March 31, 2024).
This reflects an impact to right of use assets of $(988,681) as of December 31, 2023 and an impact of $(298,257) as of March 31, 2024.1
There would be no impact on net loss, earnings per share, or net equity for the year ending December 31, 2023 or the three
months ending March 31, 2024.

1
The Company notes that the material decrease in the amount of lease right of use assets and lease liability from December 31, 2023
and March 31, 2024 results from the Company’s termination of the Lease Agreement dated May 23, 2022 between 4602 North Armenia
Ave, LLC and INVO Centers, LLC.

 Katherine
                                            Bagley, Esq.

Robert
Augustin, Esq.

Securities
and Exchange Commission

July
8, 2024

Page
3

The
Company has assessed the materiality of the error in incremental borrowing rates by considering both the quantitative and qualitative
considerations outlined in the materiality guidance set forth in SEC Staff Accounting Bulletin Topic 1.M and 1.N. The Company has determined
that the error can be corrected as an out-of-period adjustment because it is immaterial to both the current and prior period(s).

Since
the error can be corrected without a re-issuance restatement of prior period financial statements, the Company does not expect to file
an Item 4.02 Form 8-K.

The
Company has evaluated whether the error affects the design and effectiveness of its disclosure controls and procedures and internal controls
and procedures, as the error indicates that some aspect
of the internal control design or execution was not properly functioning. Based on this evaluation, the Company determined that a control
deficiency did exist and thus represents a deficiency. In making this determination, the Company considered the existence of mitigating
controls as highlighted in the Commission’s guidance regarding Management’s Report on Internal Control Over Financial Reporting
Under Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and whether the Company’s controls operate at a level of precision
that would prevent or detect a misstatement that could be material.

However,
the Company has further determined that the deficiency was not significant. Moreover, the Company is a smaller public company and, as
such, has determined that management’s daily interactions with its controls provide it with sufficient knowledge to evaluate the
Company’s internal control over financial reporting (“ICFR”). The Company evaluated its control framework and determined
there were no other control deficiencies and, therefore, there is not a material weakness in the ICFR.

The
Company intends to amend its Form 10-K for the year ending December 31, 2023 to update the disclosures related to the incremental borrowing
rate and the disclosures required by ASC 842-20-50-4 by revising the first paragraph of Footnote 9 to the financial statements to read
as follows:

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. The rate implicit in the lease
was not readily determinable. Historically, the Company historically utilized the applicable federal rate as of the commencement of the
lease, however, the Company has determined that utilization of the applicable federal rate was not its comparable incremental borrowing
rate. The Company has since calculated the incremental borrowing rate for each lease based on factors
specific to the company and the lease, such as the underlying asset, the lease term, and the economic environment. In determining
the incremental borrowing rates, the Company considered these factors as well as historical rates for secured loans of similar terms
as of each lease commencement date. The Company then completed a sensitivity analysis on all of its current leases and determined there
was no material difference between using the applicable federal rate and the applicable incremental borrowing rate. 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.

Katherine
Bagley, Esq.

Robert
Augustin, Esq.

Securities
and Exchange Commission

July
8, 2024

Page
4

The
Company intends to further amend its Form 10-K for the year ending December 31, 2023 to update the disclosures related to the incremental
borrowing rate and the disclosures required by ASC 842-20-50-4 by revising the fourth paragraph of Footnote 9 to the financial statements
to read as follows:

For
the year ended December 31, 2023, the weighted average remaining lease term for operating leases was 160 months. For the year ended December
31, 2023, the weighted average discount rate for operating leases was 3.9%. The Company paid approximately $0.3 million in cash for operating
lease amounts included in the measurement of lease liabilities for the year ended December 31, 2023. The Company did not have any finance
leases as of December 31, 2023.

The
Company intends to amend its Form 10-Q for the period ending March 31, 2024 as follows to update the disclosures related to the incremental
borrowing rate and the disclosures required by ASC 842-20-50-4 by revising the first paragraph of Footnote 9 to the financial statements
to read as follows:

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. The rate implicit in the lease
was not readily determinable. Historically, the Company historically utilized the applicable federal rate as of the commencement of the
lease, however, the Company has determined that utilization of the applicable federal rate was not its comparable incremental borrowing
rate. The Company has since calculated the incremental borrowing rate for each lease based on factors
specific to the company and the lease, such as the underlying asset, the lease term, and the economic environment. In determining
the incremental borrowing rates, the Company considered these factors as well as historical rates for secured loans of similar terms
as of each lease commencement date. The Company then completed a sensitivity analysis on all of its current leases and determined there
was no material difference between using the applicable federal rate and the applicable incremental borrowing rate. 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.

The
Company intends to further amend its Form 10-Q for the period ending March 31, 2024 as follows to update the disclosures related to the
incremental borrowing rate and the disclosures required by ASC 842-20-50-4 by revising the fourth paragraph of Footnote 9 to the financial
statements to read as follows:

For
the three months ended March 31, 2024, the weighted average remaining lease term for operating leases was 157 months. For the three months
ended March 31, 2024, the weighted average discount rate for operating leases was 4.5%. The Company paid approximately $0.3 million in
cash for operating lease amounts included in the measurement of lease liabilities for the three months ended March 31, 2024. The Company
did not have any finance leases as of March 31, 2024.

Katherine
Bagley, Esq.

Robert
Augustin, Esq.

Securities
and Exchange Commission

July
8, 2024

Page
5

Please
advise us as soon as possible if the staff has any further comments relating to the Registration Statement. You can contact the undersigned
at (310) 282-6245. Thank you in advance for your courtesy and cooperation.

Very
truly yours,

MARC
A. INDEGLIA

of
GLASER WEIL FINK HOWARD JORDAN & SHAPIRO LLP

MAI:ph

cc:
INVO Bioscience, Inc.

United States securities and exchange commission logo
June 5, 2024
Steven Shum
Chief Executive Officer
INVO Bioscience, Inc.
5582 Broadcast Court
Sarasota, Florida 34240
Re:INVO Bioscience, Inc.
Registration Statement on Form S-3
Filed May 21, 2024
File No. 333-279593
Dear Steven Shum:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3
Incorporation of Certain Documents by Reference, page 2
1.We note that you have incorporated by reference to your amended 10-Ks and 10-K for the
year ended December 31, 2023. We note the disclosure in Note 9, on page F-14. Given the
existence of notes payable, please clarify for us why you did not use your incremental
borrowing rate in your lease accounting. See ASC 842-20-30-3. Also, please provide all
of the disclosures required by ASC 842-20-50-4g.

 FirstName LastNameSteven  Shum
 Comapany NameINVO Bioscience, Inc.
 June 5, 2024 Page 2
 FirstName LastName
Steven  Shum
INVO Bioscience, Inc.
June 5, 2024
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Robert Augustin at 202-551-8483 or Katherine Bagley at 202-551-2545
with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Marc Indeglia

CORRESP
1
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INVO
BIOSCIENCE, INC.

5582
BROADCAST COURT

Sarasota,
florida 32240

August
2, 2023

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    INVO
    Bioscience, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-273174

Ladies
and Gentlemen:

INVO
Bioscience, Inc. (the “Company”) hereby requests, pursuant to Rule 461 under the Securities Act of 1933, as amended, that
the above-referenced registration statement be accelerated to 5:30 p.m., Eastern Time, on Thursday August 3, 2023,
or as soon thereafter as practicable.

    Very
    truly yours,

    INVO
    BIOSCIENCE, INC.

    By:
    /s/
    Steven Shum

    Steven
    Shum

    Chief
    Executive Officer

CORRESP
1
filename1.htm

August
2, 2023

Securities
and Exchange Commission

100
F. Street, NE

Washington,
D.C. 20549

    Re:
    INVO
    Bioscience, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-273174

VIA
EDGAR

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, Maxim Group LLC, as placement agent, hereby joins the request of the Company that the effective date of the above-captioned
Registration Statement be accelerated so as to permit it to become effective on Thursday, August 3, 2023, at 5:30 p.m., ET, or as soon
thereafter as practicable.

    MAXIM
    GROUP LLC

    By:
    /s/
    Clifford A. Teller

    Name:
     Clifford A. Teller

    Title:
     Co-President

CORRESP
1
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    Sheppard,
    Mullin, Richter & Hampton LLP

    30
    Rockefeller Plaza

    New
    York, New York 10112-0015

    212.653.8700
    main

    212.653.8701
    fax

    www.sheppardmullin.com

July
24, 2023

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Industrial Applications and Services

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Nicholas O’Leary

    Re:
    INVO
                                            Bioscience, Inc.

    Registration
    Statement on Form S-1

    Filed
    July 7, 2023

    File
    No. 333-273174

Dear
Mr. O’Leary:

On
behalf of our client, INVO Bioscience, Inc (the “Company” or the “Registrant”), we are submitting herewith Amendment
No. 1 (the “Amendment”) to the Company’s Registration Statement on Form S-1 (File No. 333-273174) originally filed
with to the Securities and Exchange Commission (the “Commission”) on July 7, 2023. The Amendment has been prepared in response
to the comments of the staff (the “Staff”) delivered by way of its letter dated July 20, 2023 (the “Comment Letter”).
Set forth below are the Company’s responses to the Staff’s comments, numbered in a manner to correspond to the order which
the Staff’s comments were delivered. For your convenience, we have included the original comments from the Comment Letter in their
entirety.

Registration
Statement on Form S-1

Cover
Page

1. We note your disclosure of the maximum offering of $15,000,000. Please revise here, and throughout
the registration statement, to clearly state the amount of securities being offered and the price per share. Refer to Items 501(b)(2)-(3)
of Regulation S-K.

Response:
In response to the Staff’s comment, the Company has included the maximum amount of securities being offered in the Amendment. The
Company intends to file another pre-effective amendment to reflect the price per share.

Risk
Factors, page 7

2. We note that you are registering for a primary offering of a significant amount of shares of
your common stock and warrants. Please revise to include risk factor disclosure describing the impact of sales in connection with this
offering, including the risk and impact of potential stock price volatility, potential sales of a substantial portion of your shares,
and any potential change in control upon the conversion, issuance, or sale of your securities.

Response:
In response to the Staff’s comment, the Company has included the requested risk factor disclosure in the Amendment.

Page
2

July
24, 2023

General

3. We note your disclosure in the Summary and Risk Factors section relating to the notice from
Nasdaq indicating that the company is not in compliance with the continued listing requirements and has requested a hearing before the
Nasdaq Hearings Panel. We also refer to your disclosure in the Form 8-K filed July 7, 2023 that the company’s hearing before the
Nasdaq Hearings Panel was held on July 6, 2023. Please revise to disclose the results of such hearing and the status of the company’s
non-compliance with the Nasdaq requirements pertaining to the minimum bid price for listed stock pursuant to Nasdaq Listing Rule 5550(a)(2).

Response:
In response to the Staff’s comment, the Company has included disclosure regarding its hearing before the Nasdaq Hearings Panel
on July 6, 2023. As of the date of the Amendment, the Company has not received the results of the hearing and until such results are
received there is no effect on the Company’s listing status which has been disclosed in the Amendment.

Please
advise us as soon as possible if the staff has any further comments relating to the Registration Statement or the Amendment. You can
contact the undersigned at (213) 617-4209 or via email at gcarney@sheppardmullin.com. Thank you in advance for your courtesy and cooperation.

    Very
    truly yours,

    /s/
    Greg Carney

    Greg
                                            Carney

    Special
    Counsel

    Sheppard
    Mullin Richter & Hampton LLP

GC:jm

    cc:
    Steve
    Shum

    Chief
    Executive Officer

United States securities and exchange commission logo
July 20, 2023
Steven Shum
Chief Executive Officer
INVO Bioscience, Inc.
5582 Broadcast Court
Sarasota, Florida 34240
Re:INVO Bioscience, Inc.
Registration Statement on Form S-1
Filed July 7, 2023
File No. 333-273174
Dear Steven Shum:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.We note your disclosure of the maximum offering of $15,000,000. Please revise here, and
throughout the registration statement, to clearly state the amount of securities being
offered and the price per share. Refer to Items 501(b)(2)-(3) of Regulation S-K.
Risk Factors, page 7
2.We note that you are registering for a primary offering of a significant amount of shares of
your common stock and warrants. Please revise to include risk factor disclosure describing
the impact of sales in connection with this offering, including the risk and impact of
potential stock price volatility, potential sales of a substantial portion of your shares, and
any potential change in control upon the conversion, issuance, or sale of your securities.

 FirstName LastNameSteven Shum
 Comapany NameINVO Bioscience, Inc.
 July 20, 2023 Page 2
 FirstName LastName
Steven Shum
INVO Bioscience, Inc.
July 20, 2023
Page 2
General
3.We note your disclosure in the Summary and Risk Factors section relating to the
notice from Nasdaq indicating that the company is not in compliance with the continued
listing requirements and has requested a hearing before the Nasdaq Hearings Panel. We
also refer to your disclosure in the Form 8-K filed July 7, 2023 that the company's hearing
before the Nasdaq Hearings Panel was held on July 6, 2023. Please revise to disclose the
results of such hearing and the status of the company's non-compliance with the Nasdaq
requirements pertaining to the minimum bid price for listed stock pursuant to Nasdaq
Listing Rule 5550(a)(2).
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Nicholas O'Leary at 202-551-4451 or Jane Park at 202-551-7439 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Greg Carney, Esq.

CORRESP
1
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INVO BIOSCIENCE, INC.

5582
BROADCAST COURT

Sarasota,
florida 32240

July 5, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    INVO Bioscience, Inc.

    Registration Statement on Form S-1

    File No. 333-272872

Ladies and Gentlemen:

INVO Bioscience,
Inc. (the “Company”) hereby requests, pursuant to Rule 461 under the Securities Act of 1933, as amended, that the effective
date of the above-referenced registration statement be accelerated to 4:00 p.m., Eastern Time, on Friday July 7, 2023,
or as soon thereafter as practicable.

    Very truly yours,

    INVO BIOSCIENCE, INC.

    By:
    /s/
    Steven Shum

    Steven Shum

    Chief Executive Officer