F-1: NewGenIvf Diversifies into Digital Assets & Real Estate Amidst Operational Shifts

Sentiment:

Registration Statement 2 March 2026 5:30 PM

NewGenIvf Group Limited filed an F-1 registration statement for the resale of up to 100 million Class A Ordinary Shares by selling securityholders, while detailing its strategic pivot into digital assets, real estate development, and ongoing debt financing.

Capital raiseThe company has the right, but not the obligation, to require White Lion Capital, LLC to purchase up to $100,000,000 in newly issued Class A Ordinary Shares, with potential increases to $300,000,000 and $500,000,000.May receive up to $30,417,928 from the conversion of Additional Notes, Exchange Notes, Warrants, and the New CB Initial Note.Entered into a new Securities Purchase Agreement on April 1, 2025, with JAK for a senior convertible note of $3,200,000, with additional tranches up to $25,600,000.Received $3,200,000 from the first tranche of the 2025 Securities Purchase Agreement on June 3, 2025.Entered into a Securities Purchase Agreement with Vanquish Funding Group Inc. on October 15, 2025, for a $257,000 convertible note, with additional tranches up to $2,200,000.Received $257,000 from Vanquish Funding Group Inc. on October 15, 2025.Received $157,000 from Vanquish Funding Group Inc. on November 10, 2025.Entered into a Securities Purchase Agreement with Labrys Fund II, L.P. on November 12, 2025, for a $250,000 convertible note.Received $250,000 from Labrys Fund II, L.P. on November 15, 2025.Entered into a Securities Purchase Agreement with Boot Capital LLC on January 22, 2026, for a $50,000 convertible note.Received $50,000 from Boot Capital LLC on February 2, 2026.NewGenProperty formally engaged Evident Capital on January 21, 2026, to launch up to USD 30 million in tokenized bonds by Q1 2026.Entered into a binding term sheet with White Lion Capital LLC on October 31, 2025, for a Digital Assets Purchase Agreement to sell shares of common stock up to the value of 600,000 Solana tokens.

Worse than expectedRevenue for the nine months ended September 30, 2025, decreased by 20.6% compared to the same period in 2024.Gross profit for the nine months ended September 30, 2025, decreased by 66.47% compared to the same period in 2024.Operating expenses for the nine months ended September 30, 2025, increased by 355.02% compared to the same period in 2024.Net cash used in operating activities for the nine months ended September 30, 2025, increased significantly to $(9,491,606) from $(2,616,131) in the prior year period.The company's Solana digital asset staking strategy has an unrealized loss of approximately $0.88 million.The company reported a net loss of $474,101 for the year ended December 31, 2024, compared to a net income of $108,418 in 2023.

Summary

NewGenIvf Group Limited filed an F-1 registration statement for the resale of up to 100,000,000 Class A Ordinary Shares by selling securityholders, including 50,000,000 shares for White Lion Capital, LLC and 50,000,000 shares for JAK Opportunities VI LLC.
The company will not receive proceeds from the resale by selling securityholders but may receive up to $500 million from White Lion Capital and up to $30,417,928 from the conversion of other notes and warrants.
NewGenIvf is undergoing a significant business transformation, diversifying from its core assisted reproductive services (ARS) into real estate development in the UAE, digital asset management (Solana staking), and tokenization advisory services.
For the nine months ended September 30, 2025, revenue was $3,301,879, and net income was $17,446,013, a significant improvement from a net loss of $418,123 in the prior year period, primarily due to a non-cash bargain purchase gain of $23,370,460 from acquisitions.
For the year ended December 31, 2024, revenue was $5,433,375, and net loss was $474,101. In 2023, revenue was $5,136,153, and net income was $108,418.
The company has regained compliance with Nasdaq's minimum bid price rule and transferred its listing to the Nasdaq Capital Market after facing delisting notices.
NewGenIvf has secured several debt financing agreements, including convertible notes with Vanquish Funding Group Inc. ($257,000 on Oct 15, 2025, $157,000 on Nov 4, 2025, $107,000 on Jan 22, 2026) and Labrys Fund II, L.P. ($250,000 on Nov 12, 2025), and Boot Capital LLC ($50,000 on Jan 22, 2026).
The company acquired the MicroSort Business from Genetics & IVF Institute, Inc. for $750,000 cash and 125,000 Class A Ordinary Shares (equivalent to 167 post-split shares) on February 28, 2025.
A joint venture agreement was signed with BNW Real Estate Development LLC on October 6, 2025, for a real estate project in Ras Al Khaimah, UAE, with NewGenProperty holding 60% and funding 36% of the plot purchase price.
The company engaged World Chinese Museum Co., Ltd. on October 20, 2025, to tokenize its art collection, with an initial tranche valued at $2 million.
A proposed reverse merger with SAXA, Inc. (mining and processing) was terminated as SAXA failed to meet conditions by January 28, 2026.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a mixed filing with significant non-cash gains masking underlying operational declines in the core business. The aggressive diversification into highly volatile and regulated sectors like digital assets and real estate, coupled with ongoing legal and regulatory challenges, introduces substantial uncertainty and risk.

Positives

Reported a significant net income of $17,446,013 for the nine months ended September 30, 2025, primarily driven by a non-cash bargain purchase gain of $23,370,460 from acquisitions.
Successfully acquired MicroSort Technology on February 28, 2025, gaining exclusive ownership of pre-conception gender selection technology in Thailand and Cambodia.
Initiated strategic diversification into real estate development in the UAE and digital asset management (Solana staking), aiming to create new revenue opportunities.
Established a joint venture with BNW Real Estate Development LLC for a real estate project in Ras Al Khaimah, UAE, with NewGenProperty holding a 60% stake.
Engaged World Chinese Museum Co., Ltd. for the tokenization of a high-value private art collection, with an initial tranche valued at $2 million.
Regained compliance with Nasdaq's minimum bid price rule and successfully transferred its listing to the Nasdaq Capital Market.
Secured access to an equity line of credit facility of up to $100,000,000 from White Lion Capital, with potential increases to $500,000,000.
Completed over 4,500 cycles of IVF treatments from 2014 to 2024, demonstrating a strong track record in its core ARS business.
Utilizes PGS technology, which has improved clinical outcomes with a 70.9% implantation rate and a 26.6% reduction in miscarriage rates.
Benefits from an experienced management team with considerable expertise in the ARS market and broader healthcare industry.

Negatives

Revenue for the nine months ended September 30, 2025, decreased by 20.6% to $3,301,879 compared to $4,159,763 in the same period of 2024.
Gross profit for the nine months ended September 30, 2025, decreased by 66.47% to $431,821 compared to $1,287,759 in the same period of 2024.
Operating expenses increased significantly by 355.02% to $6,184,688 for the nine months ended September 30, 2025, from $1,359,134 in the prior year period, primarily due to costs associated with expanding strategic initiatives.
Net cash used in operating activities increased to $(9,491,606) for the nine months ended September 30, 2025, from $(2,616,131) in the prior year period.
Net cash used in investing activities increased to $(4,993,512) for the nine months ended September 30, 2025, from $(66,718) in the prior year period, due to investments in IP, artwork, and Solana.
Surrogacy and ancillary caring services revenue decreased by 100% from $1,114,457 in 2023 to $0 in 2024 due to reorganization in Kyrgyzstan.
The company has a history of failing to timely file reports with the SEC, which could lead to enforcement actions or delisting.
The proposed reverse merger with SAXA, Inc. was terminated due to SAXA's failure to meet conditions.
The Solana digital asset staking strategy has an unrealized loss of approximately $0.88 million as of the prospectus date.
The company currently has no insurance coverage for its operations, exposing it to substantial uninsured liabilities from medical malpractice or other claims.
Certain leased properties in Thailand lack proper ownership certificates, potentially leading to lease enforceability issues and regulatory penalties (up to THB50,000 fine and 6 months imprisonment for directors).
CEO Wing Fung Alfred Siu was served a summons on October 26, 2025, for allegedly violating Hong Kong's Human Reproductive Technology Ordinance related to commercial surrogacy and advertising surrogacy arrangements, with potential penalties of up to HKD 25,000 and 6 months imprisonment.

Risks

Inability to continue operating as a going concern due to potential financial and liquidity shortfalls, despite fundraising efforts.
Highly competitive fertility market with more established competitors having greater resources.
Limited operating history with current platform of solutions makes future prospects and financial performance difficult to predict.
Significant and rapid business transformation into real estate development, digital asset management, and tokenization advisory involves substantial risks and may not be successful.
New strategic initiatives may place significant strain on management and operational resources, with limited experience in these new sectors.
Planned Solana strategy exposes the company to price volatility of SOL, staking and liquidity risks (unbonding period), operational and validator risks (third-party reliance, slashing), custodial and security risks (loss of private keys, security breaches, insufficient insurance coverage), and regulatory uncertainty in the digital asset space.
Real estate development projects are subject to numerous risks, including regional economic conditions, regulatory changes, market fluctuations, construction delays, cost overruns, and reliance on a single joint venture partner (BNW).
Valuation of acquired assets, such as intellectual property (e.g., $17.9 million gain from advanced cytometry IP acquisition), is complex and subjective and may not be realized, potentially leading to impairment charges.
Reliance on positive client references for marketing, making the loss or dissatisfaction of any client substantially harmful to brand and reputation.
Inability to attract new clients or maintain existing client demographics due to competition or changing market conditions.
Failure to offer high-quality support could harm reputation and ability to expand services.
Failure to effectively develop and expand marketing and sales capabilities could harm client base growth.
May experience net losses and may not sustain profitability in the future, with expected increases in costs and expenses.
Future revenue may not grow at historical rates or at all, dependent on attracting new clients, effective pricing, client support, retaining specialists, and brand awareness.
Quarterly and annual results may fluctuate significantly and may not fully reflect underlying business performance.
Inaccurate estimates and assumptions for target market size could impact future growth.
Inability to successfully manage growth could lead to operational inefficiencies and control failures.
Failure to adapt to changing medical landscape, regulations, and client needs could make offerings less competitive.
Failure to maintain and enhance brand awareness and market share.
Failure to retain and motivate management team or key employees, or attract qualified personnel.
International business risks in Asia-Pacific markets, including economic changes, political instability, exchange rate fluctuations, and governmental control of currency conversion.
Ethical, legal, and social concerns related to assisted reproductive technology could reduce demand.
Reliance on revenue from international clients, which can be affected by economic status, exchange rates, natural disasters, pandemics (like COVID-19), political tension, or negative media (e.g., 'No More Bets' film impact on Chinese tourism to Thailand/Cambodia).
Failure to comply with future financing arrangements could result in default.
Requires significant capital, and inability to obtain sufficient capital on acceptable terms could adversely affect business.
Defects in certain leased property interests and failure to register lease agreements in Thailand could lead to legal challenges, forced relocation, and regulatory penalties.
No insurance coverage for operations, exposing the company to substantial uninsured liabilities from medical malpractice or other claims.
May not be successful in adapting to technological developments.
Computer system failures or security breaches could disrupt services and incur liability.
Failure to comply with SEC filing deadlines could lead to enforcement actions, delisting, and reduced access to capital markets.
Share repurchase program may not be fully implemented or enhance shareholder value, and reduces capital for other purposes.
Advertising or offering gender selection services in certain jurisdictions (e.g., Hong Kong) could expose the company and its directors to significant legal and regulatory risks, including criminal liability.
Significant tariffs or other restrictions imposed on imports by the U.S. and related countermeasures taken by impacted countries could have a material adverse effect on operations and financial results.
Litigation against the company could be costly and time-consuming to defend and could harm its business, financial condition and results of operations.
Acquisitions, strategic investments, partnerships, or alliances could be difficult to identify, pose integration challenges, divert the attention of management, disrupt business, dilute stockholder value, and adversely affect business, financial condition and results of operations.
Changes in effective tax rate or tax liability may have an adverse effect on results of operations.
Reported financial results may be adversely affected by changes in accounting principles generally accepted in the U.S.
If estimates or judgments relating to critical accounting policies prove to be incorrect, results of operations could be adversely affected.
Subject to anti-corruption, anti-bribery, anti-money laundering, and similar laws, and non-compliance with such laws can subject it to criminal or civil liability and harm its business, financial condition and results of operations.
Tokenization service operates within a complex and evolving regulatory landscape. Compliance with data protection standards such as Payment Card Industry Data Security Standard and General Data Protection Regulation is critical, and failure to adapt to new laws—particularly those governing data residency and sovereignty—could result in substantial legal liability and fines.
Investment in residential market of United Arab Emirates is exposed to significant market risks.

Future Outlook

NewGenIvf plans to offer broad fertility services for fertility tourists across Asia Pacific, integrating offerings with hospitality arrangements. The company intends to continue investing in upgrading laboratories and facilities for research and development to improve ARS success rates and lower costs. It aims to increase brand awareness and market share through collaborations, social media promotions, and marketing initiatives, including introducing IVF mental health services. NewGenIvf also plans to expand service reach through strategic acquisitions and partnerships in Asia Pacific, explore offering fertility services as part of corporate benefit programs, and establish a home country gynecologist partnership program. The company intends to systematically deploy approximately $28.76 million to acquire SOL using a dollar-cost averaging methodology over Q3 2025 – Q4 2026 and begin staking SOL. NewGenProperty formally engaged Evident Capital on January 21, 2026, to launch up to USD 30 million in tokenized bonds by the first quarter of 2026.

Management Comments

NewGenIvfs vision is to provide tailored ARS solutions to fulfil patients dreams of becoming a parent.
NewGenIvf believes that its existing facilities are suitable and adequate to meet its current needs.
NewGenIvf believes that its current client base represents a small percentage of its total market opportunity.
NewGenIvf believes that if recovery of the PRC economy is sustainable, it might increase the demand for NewgenIvfs services and therefore in turn affect NewGenIvfs results of operations.
NewGenIvf expects its cost structure to evolve as it develops and expands its business.
NewGenIvf believes that the medical facilities in its network are increasingly recognized among clients, for their service quality, technological expertise and patient experience.
NewGenIvf believes that its market opportunity is substantial and is continuing to grow as a result of the rising demand for fertility services, the lack of adequate offerings in the market and the increasing awareness of the challenges of infertility.
NewGenIvf believes that its licenses and/or access to mature technologies contribute to its ability to identify and tailor ARS services to individual patients needs.
NewGenIvf believes that its business has benefited from, and will continue to benefit from, the convenience of its locations.
NewGenIvf believes that it is well positioned to expand its network and aims to become a leader in the Asia Pacific ARS market.

Industry Context

StockSavvy.ai notes that NewGenIvf's strategic pivot into digital assets and real estate development is a significant departure from its core ARS business, reflecting a broader trend among some smaller public companies to seek high-growth, albeit high-risk, diversification opportunities outside their traditional sectors. The ARS market in Asia-Pacific is identified as growing, driven by demographic shifts and increasing acceptance, which aligns with NewGenIvf's historical focus. However, the move into volatile digital assets like Solana and real estate in the UAE introduces new layers of market and regulatory risk not typically associated with healthcare providers. The termination of the SAXA reverse merger highlights the challenges in executing such ambitious diversification strategies.

Comparison to Industry Standards

The average cost per IVF cycle by NewGenIvf is around $7,000 (excluding medication), which is stated as relatively low compared to the US market.
PGS technology has improved clinical outcomes for NewGenIvf by achieving a higher implantation rate of 70.9% and reducing miscarriage rates by 26.6%. This compares favorably to the average clinical pregnancy success rates of approximately 64.6% (with no PGT) for IVF, with a live birth rate at approximately 28.7%, as cited by China Insights Consultancy (CIC).
Kyrgyzstan offers a more friendly legal environment for surrogacy services and favorable costs of operation and surrogate mothers compared to other countries, which NewGenIvf leverages for its surrogacy services.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Financial Officer	NA	Ho Fai Chung	October 10, 2024	Appointment
Independent Director	NA	Tam Chun Wa	November 29, 2024	Appointment
Director, Audit Committee, Compensation Committee	Mr. Yip Eng Jeremy Foo	NA	April 4, 2025	Resignation due to personal reasons
Director, Audit Committee, Compensation Committee	NA	Florianna Ann Chi Wan Chan	April 15, 2025	Appointment to fill vacancy

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Composition	Board of Directors reduced to five directors following the Business Combination (two executive, three independent).	December 6, 2023	Aims to streamline decision-making and align with Nasdaq requirements for independent directors.
Committee Establishment	Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee established with charters.	NA	Enhances corporate oversight and adherence to best practices in financial reporting, executive compensation, and board nominations.
Audit Committee Expertise	Mr. Hok Man Jefferson Au qualifies as an audit committee financial expert.	NA	Strengthens financial oversight and compliance capabilities of the Audit Committee.
Compensation Committee Independence	Ms. Florianna Ann Chi Wan Chan satisfies Nasdaq independence requirements for the Compensation Committee.	April 15, 2025	Ensures independent oversight of executive compensation decisions.
Nominating and Corporate Governance Committee Independence	Mr. Hok Man Jefferson Au satisfies Nasdaq independence requirements for the Nominating and Corporate Governance Committee.	NA	Promotes independent governance practices in director selection and corporate policy.
Share Incentive Plan Amendments	Board approved amendments to the Share Incentive Plan on March 31, 2025, increasing the maximum aggregate number of shares for awards to 20% of outstanding shares.	March 31, 2025	Aims to enhance ability to attract and retain qualified personnel and agents by offering significant equity incentives, potentially increasing share-based compensation expenses and dilution.
Share Incentive Plan Replenishment	Board approved replenishment of the share incentive plan award pool to 20% of outstanding shares as of August 18, 2025.	August 18, 2025	Further supports the company's ability to use equity as an incentive, with potential for additional dilution.

Legal Proceedings

Wing Fung Alfred Siu and Hei Yue Tina Fong, along with other individuals, were arrested in Hong Kong on April 25, 2025, for allegedly violating sections of the Human Reproductive Technology Ordinance (HRTO) related to sex selection, advertising sex selection services, commercial surrogacy arrangements, and advertising surrogacy arrangements.
All arrested persons were released on bail (HKD 3,000 or $390).
On October 26, 2025, Wing Fung Alfred Siu was served a summons for allegedly violating section 17(2) of the HRTO, specifically concerning commercial surrogacy arrangements and advertising surrogacy arrangements.
On November 18, 2025, Wing Fung Alfred Siu was granted further bail on a bail amount of HKD 10,000 ($1,285).
Potential penalties for conviction include a fine of up to HKD 25,000 (approximately $3,200) and imprisonment for up to 6 months.
The company's Thailand clinic (First Fertility PGS Center) previously provided accommodation without a tourism license, which ceased in early 2023, potentially incurring a maximum fine of THB500,000.
The First Fertility PGS Center in Thailand is unable to register with the Bangkok Metropolitan Authority (BMA) due to the lessor's failure to provide property ownership certificates, which could lead to imprisonment of up to 6 months and a fine of up to THB50,000, or both, and an order to cease operations.

Related Party Transactions

Historically, cash from operating activities was distributed to Mr. Wing Fung Alfred Siu (CEO and Director) and Ms. Hei Yue Tina Fong (Director and Chief Marketing Officer), resulting in amounts due from them, with the largest aggregate amount being $2,240,872 for the year ended December 31, 2023, which was repaid.
As of December 31, 2024, the aggregate balance due to Mr. Siu and Ms. Fong was $92,651.
Remuneration to Mr. Siu was $125,000 in 2023, $190,000 in 2024, and $175,000 for the nine months ended September 30, 2025.
Remuneration to Ms. Fong was $125,000 in 2023, $190,000 in 2024, and $175,000 for the nine months ended September 30, 2025.
Mr. Siu Wing Fung waived a balance of $88,151 due from the company in 2023.
A directors bonus of $750,000 was paid to Mr. Wing Fung Alfred Siu for the nine months ended September 30, 2025.
Harcourt Limited, controlled by Mr. Siu and Ms. Fong, had a balance of $89,973 due from it as of September 30, 2025, and $(61,802) due to it as of December 31, 2024.

Stakeholder Impact

Shareholders face potential dilution from the resale of 100 million Class A Ordinary Shares and the conversion of various notes and warrants. The share price may experience volatility due to the high-risk nature of new strategic initiatives (digital assets, real estate) and ongoing legal/regulatory challenges. Maintaining Nasdaq listing compliance is critical to avoid negative impacts on liquidity and market price.
Employees may see increased headcount and staff costs due to business expansion, but rapid business transformation could strain management and operational resources.
Customers will continue to have access to a broad range of fertility services, including advanced technologies, and potentially enhanced hospitality arrangements. However, the company's reputation and service quality could be impacted by legal or regulatory issues, or if high-quality support is not consistently maintained.
Suppliers maintain contractual relationships, but there is a risk of disruption if key relationships are lost or if suppliers fail to comply with applicable laws.
Creditors, particularly holders of convertible notes, are exposed to the company's ability to meet debt obligations. Failure to comply with covenants or obtain sufficient capital could lead to default.

Next Steps

Systematically deploy remaining capital (approximately $28.76 million) to acquire SOL using a dollar-cost averaging methodology over Q3 2025 – Q4 2026.
Evaluate various validators and establish validator relationships to begin staking SOL.
Actively manage validator relationships and reward optimization for SOL staking.
Develop advanced facilities for existing laboratories and conduct research on ARS related basic science and emerging technologies.
Correlate data on patient treatment protocols to embryo physiologic data and pregnancy success rate-related data to identify better treatment protocols.
Actively promote technological cooperation with tertiary institutions to improve IVF success rates.
Develop clinically customized interior design concepts for medical facilities.
Collaborate with local hospitals, companies, premium hospitality providers, and other key players in the ARS industry in Asia Pacific to expand reach and increase patient numbers.
Increase brand awareness through social media promotions and marketing initiatives.
Establish a business development team to attract new patients and partners across Asia Pacific.
Introduce IVF mental health services.
Expand service reach through strategic acquisitions and/or partnerships in Asia Pacific.
Explore expanding client base by offering fertility services as part of corporate benefit programs in Asia.
Establish a home country gynecologist partnership program.
NewGenProperty to launch up to USD 30 million in tokenized bonds by Q1 2026.

Key Dates

Date	Description
April 29, 2021	A SPAC I Acquisition Corp. (ASCA) incorporated.
February 15, 2023	ASCA entered into the Merger Agreement with Legacy NewGenIvf.
June 12, 2023	First Amendment to Merger Agreement, Legacy NewGenIvf agreed to provide non-interest bearing loans up to $560,000 to ASCA.
August 14, 2023	Repayment agreement for amounts due from Mr. Siu and Ms. Fong.
December 6, 2023	Second Amendment to Merger Agreement, reducing board size, converting shares, and removing net tangible assets condition.
April 3, 2024	Business Combination consummated, Company became surviving entity.
May 24, 2024	Received Nasdaq deficiency letters for Market Value of Listed Securities (MVLS) and Market Value of Publicly Held Shares (MVPHS).
June 3, 2024	Entered into non-binding term sheet with COVIRIX Medical Pty Ltd for proposed reverse merger.
August 7, 2024	Entered into Securities Purchase Agreement with certain investors (Buyers) for convertible notes and warrants.
August 8, 2024	Senior convertible notes exchanged (Exchange Notes).
August 12, 2024	Consummated Initial Closing with JAK Opportunities VI LLC for Initial Note and Warrants.
August 28, 2024	Consummated second tranche of debt financing with JAK Opportunities VI LLC ($500,000 senior convertible note).
September 21, 2024	COVIRIX Medical Pty Ltd withdrew from proposed reverse merger.
October 8, 2024	Received Nasdaq deficiency letter for minimum bid price rule.
October 10, 2024	Ho Fai Chung appointed Chief Financial Officer.
November 11, 2024	Consummated third tranche of debt financing ($1,500,000 senior convertible note).
November 18, 2024	Entered into binding term sheet with White Lion Capital, LLC for $100 million equity line of credit.
November 21, 2024	Received Nasdaq delisting notice due to MVPHS and MVLS deficiencies. Entered into Common Shares Purchase Agreement with White Lion Capital, LLC.
November 27, 2024	Requested Nasdaq hearing to appeal delisting.
November 29, 2024	Received formal Nasdaq notice for hearing on January 28, 2025. Tam Chun Wa appointed independent director.
December 10, 2024	Issued 700,000 Class A Ordinary Shares (47 post-split) to White Lion Capital.
December 11, 2024	Announced entry into binding term sheet with European Wellness Investment Holdings Limited (EWIHL) for proposed reverse merger.
December 12, 2024	Issued 19,000 Class A Ordinary Shares to White Lion Capital for $1,572,186.
December 17, 2024	Acquired 100% equity interest in Bi Clinic Limited Liability Corporation.
December 18, 2024	Disposed of 100% equity interest in First Fertility Bishkek Limited Liability Company.
December 24, 2024	Issued 2,500 Class A Ordinary Shares to White Lion Capital for $160,050.
December 31, 2024	Issued 3,000 Class A Ordinary Shares to White Lion Capital for $204,000.
January 21, 2025	Entered into Purchase Agreement with Genetics & IVF Institute, Inc. for MicroSort Business acquisition.
January 28, 2025	Nasdaq Hearings Panel oral hearing.
February 11, 2025	Effected 1-for-20 reverse stock split.
February 18, 2025	Entered into cooperation agreement with FERTILITY GROUP LLC (BOBCARE).
February 19, 2025	Received written decision from Nasdaq Panel granting extension for compliance.
February 24, 2025	Entered into Consulting Services Agreement with A SPAC (Holdings) Group Corp (ASPAC).
February 27, 2025	Received Nasdaq notification of regaining compliance with minimum bid price rule and confirmation of transfer to Nasdaq Capital Market.
February 28, 2025	Transferred to Nasdaq Capital Market. Completed acquisition of MicroSort Business from GIVF.
March 3, 2025	Issued 150,000 Class A Ordinary Shares (15,000 post-split) to ASPAC.
March 10, 2025	Received Nasdaq confirmation of compliance with all listing requirements.
March 31, 2025	Terminated term sheet for EWIHL Proposed Transaction. Board approved amendments to Share Incentive Plan, increasing the maximum aggregate number of shares for awards to 20% of outstanding shares.
April 1, 2025	Entered into new Securities Purchase Agreement (2025 Securities Purchase Agreement) with JAK for a senior convertible note of $3,200,000, with additional tranches up to $25,600,000.
April 2, 2025	Consummated fourth tranche of 2024 Debt Financing ($2,000,000 senior convertible note).
April 4, 2025	Mr. Yip Eng Jeremy Foo resigned as director.
April 15, 2025	Ms. Florianna Ann Chi Wan Chan appointed director. Board approved 1-for-10 reverse stock split.
May 5, 2025	1-for-10 reverse stock split became effective.
May 2025	Erawan Consultation Clinic commenced operations.
June 2, 2025	Announced plans to invest up to US$30 million in staking SOL.
June 3, 2025	First tranche of $3,200,000 from 2025 Securities Purchase Agreement received.
July 1, 2025	Announced evaluation of issuing digital tokens tied to a UAE real estate plot.
July 4, 2025	Amended and Restated Memorandum and Articles of Association of the Company dated.
July 5, 2025	Board approved 1-for-5 reverse stock split.
July 16, 2025	Consummated fifth tranche of 2024 Debt Financing ($2,000,000 senior convertible note).
July 21, 2025	NewGenDigital Limited signed Memorandum of Understanding (MOU) with BNW Real Estate Development LLC for UAE real estate project.
July 29, 2025	Disposed of Shenzhen Qianhai Fengtai Renhui Health Technology Co., Ltd.
August 4, 2025	1-for-5 reverse stock split became effective.
August 18, 2025	Board approved replenishment of share incentive plan award pool to 20% of outstanding shares.
October 6, 2025	Received independent valuation report for advanced cytometry IP (fair value $17.9 million). NewGenProperty Limited entered into joint venture agreement with BNW.
October 15, 2025	Entered into additional Securities Purchase Agreement with Vanquish Funding Group Inc. ($257,000 convertible note).
October 20, 2025	Announced engagement with World Chinese Museum Co., Ltd. for tokenization of art collection.
October 26, 2025	Wing Fung Alfred Siu served a summons for allegedly violating Hong Kong's Human Reproductive Technology Ordinance.
October 31, 2025	Entered into binding term sheet with White Lion Capital LLC for Digital Assets Purchase Agreement (600,000 Solana tokens).
November 3, 2025	Announced execution of non-binding term sheet for proposed reverse merger with SAXA, Inc.
November 4, 2025	Entered into Securities Purchase Agreement with Vanquish Funding Group Inc. ($157,000 convertible note). Board approved 1-for-5 reverse stock split.
November 5, 2025	Announced signing of service agreement with SAXA to tokenize $100 million of gold-backed assets.
November 10, 2025	Second tranche of $157,000 from Vanquish Funding Group Inc. received. Announced up to $2 million share repurchase program.
November 12, 2025	Entered into Securities Purchase Agreement with Labrys Fund II, L.P. ($250,000 convertible note).
November 15, 2025	Funding of $250,000 from Labrys Fund II, L.P. received.
November 18, 2025	Wing Fung Alfred Siu granted further bail for alleged HRTO violation.
December 1, 2025	1-for-5 reverse stock split became effective.
December 23, 2025	Board approved 1-for-3 reverse stock split.
January 21, 2026	NewGenProperty formally engaged Evident Capital to launch up to USD 30 million in tokenized bonds by Q1 2026.
January 22, 2026	Entered into Securities Purchase Agreement with Boot Capital LLC ($50,000 convertible note).
January 26, 2026	1-for-3 reverse stock split became effective.
January 28, 2026	Tentative timetable for SAXA Proposed RTO completion.
January 30, 2026	Third tranche of $107,000 from Vanquish Funding Group Inc. received.
February 2, 2026	Funding of $50,000 from Boot Capital LLC received.
March 2, 2026	Date of this F-1 filing.

Recommendation

hold

NewGenIvf is undergoing a high-risk, high-reward transformation, moving aggressively into digital assets and real estate while its core ARS business shows declining revenue and gross profit in the most recent period. While the non-cash bargain purchase gain boosted net income, the significant increase in operating expenses and cash burn from operations are concerning. The company has successfully navigated Nasdaq compliance issues, but the new ventures are highly speculative and subject to intense market volatility and regulatory uncertainty. The ongoing legal proceedings against the CEO related to HRTO violations in Hong Kong also introduce significant reputational and operational risks. A 'hold' recommendation is appropriate given the substantial uncertainties and the speculative nature of the new strategic directions, balancing potential upside from diversification with significant execution and regulatory risks. Investors should monitor the progress of the new ventures and the resolution of legal matters closely.

Keywords

Assisted Reproductive Services (ARS), IVF Treatment, MicroSort Technology, Gender Selection, Surrogacy, Digital Assets, Solana Staking, Real Estate Development, Tokenization, SEC Filing, Convertible Notes, Nasdaq Listing, Financial Performance, Asia-Pacific Healthcare, Corporate Governance, Risk Management, Capital Raise, Biotechnology, Fertility Clinics, International Business

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