F-1/A: NewGenIvf Group Files Amendment No. 3 to Form F-1 Registration Statement for Resale of Class A Ordinary Shares

NewGenIvf Group Limited has filed an amendment to its registration statement for the resale of up to 139,425,259 Class A Ordinary Shares by selling shareholders.

Summary

• NewGenIvf Group Limited filed Amendment No. 3 to its Form F-1 registration statement with the SEC on October 25, 2024.
• The registration statement pertains to the resale of up to 139,425,259 Class A Ordinary Shares by the selling shareholders.
• These shares consist of (i) 86,704,087 Ordinary Shares issuable upon the conversion of senior convertible notes, (ii) 22,085,003 Ordinary Shares issuable upon the conversion of the Exchange Notes, (iii) 19,871,935 Ordinary Shares that are issuable upon the exercise of Series A warrants, (iv) 180,722 Ordinary Shares that are issuable upon the exercise of Series B warrants, (v) 3,253,012 Ordinary Shares that are issuable upon the exercise of Series C warrants and (vi) 7,330,500 Ordinary Shares.
• The selling shareholders will receive all net proceeds from the sale of these Ordinary Shares.
• The purpose of the sale is to enhance liquidity in the public trading market for NewGenIvf's equity securities in the United States.
• Unlike an initial public offering, this sale is not being underwritten by any investment bank.
• The Company's common stock may be delisted by Nasdaq for failing to comply with the minimum market value of listed securities and minimum market value of publicly held shares.
• The Company is eligible for reduced public company reporting requirements as a foreign private issuer.

Sentiment

Score: 4

Explanation: The document presents a mixed sentiment. While it highlights the potential for growth in the ARS market and NewGenIvf's competitive strengths, it also acknowledges significant risks and challenges, including potential delisting from Nasdaq and reliance on international clients. The potential capital raise is a positive, but the overall tone is cautious due to the various uncertainties.

Positives

• The sale of Ordinary Shares by Selling Shareholders is intended to enhance liquidity in the public trading market for the company's equity securities in the United States.

Negatives

• The Company's common stock may be delisted by Nasdaq for failing to comply with the minimum market value of listed securities and minimum market value of publicly held shares.
• The Company has an initial compliance period of 180 calendar days, or until April 7, 2025 to regain compliance with the Minimum Bid Price Rule.
• The Company has until November 20, 2024 to regain compliance with the MVLS Requirement and the MVPHS Requirement.

Risks

• Investing in our Ordinary Shares involves a high degree of risk.
• We may not be able to continue operating as a going concern.
• The fertility market in which NewGenIvf participates is competitive, and if NewGenIvf does not continue to compete effectively, its results of operations could be materially and adversely affected.
• NewGenIvf has a limited operating history with its current platform of solutions, which makes it difficult to predict its future prospects, financial performance and results of operations.
• NewGenIvfs marketing efforts depend significantly on its ability to receive positive references from its existing clients.
• If NewGenIvf is unable to attract new clients, its business, financial condition and results of operations would be adversely affected.
• NewGenIvfs business depends on its ability to maintain its existing client demographics. Any failure to do so would harm its business, financial condition and results of operations.
• If NewGenIvf fails to offer high-quality support, its reputation could suffer.
• NewGenIvfs failure to effectively develop and expand its marketing and sales capabilities could harm its ability to increase its client base and achieve broader market acceptance of solutions NewGenIvf provides.
• NewGenIvf may experience net losses and may not sustain profitability in the future.
• NewGenIvfs future revenue may not grow at the rates it historically has, or at all.
• NewGenIvfs quarterly and annual results may fluctuate significantly and may not fully reflect the underlying performance of NewGenIvfs business.
• If the estimates and assumptions NewGenIvf uses to determine the size of the target markets for its services are inaccurate, its future growth rate may be impacted and its business would be harmed.
• NewGenIvf may not be able to successfully manage its growth, and if NewGenIvf is not able to grow efficiently, its business, financial condition and results of operations could be harmed.
• If NewGenIvfs new solutions and services are not adopted by its clients, or if it fails to innovate and develop new offerings that are adopted by its clients, its revenue and results of operations may be adversely affected.
• If NewGenIvf fails to adapt and respond effectively to the changing medical landscape, changing regulations, changing client needs, requirements or preferences, its offerings may become less competitive.
• If NewGenIvf fails to maintain and enhance its brand, its ability to expand its client base will be impaired and its business, financial condition and results of operations may suffer.
• If NewGenIvf fails to retain and motivate members of its management team or other key employees, or fails to attract additional qualified personnel to support its operations, its business and future growth prospects could be harmed.
• To successfully market and sell its services and products in Asia-Pacific markets, NewGenIvf must address many international business risks with which NewGenIvf has limited experience.
• Ethical, legal and social concerns related to the use of assisted reproductive technology could reduce demand for the fertility services provided by the medical facilities in NewGenIvfs network, and thus may adversely affect the business, financial conditions and results of operations of the medical facilities in its network.
• NewGenIvf is reliant on revenue from international clients.
• Fluctuations in exchange rates could have a material and adverse effect on NewGenIvfs results of operations and the value of your investment.
• Governmental control of currency conversion may limit NewGenIvfs ability to utilize NewGenIvfs net revenue effectively and affect the value of your investment.
• Substantially all of NewGenIvfs assets and operations are located in Thailand, Cambodia and Kyrgyzstan and they are subject to economic, legal and regulatory uncertainties in such countries.
• Failure to comply with the terms of future financing arrangements could result in default, which could have an adverse effect on NewGenIvfs cash flow and liquidity.
• NewGenIvf requires a significant amount of capital to fund its operations and growth. If NewGenIvf cannot obtain sufficient capital on acceptable terms, its business, financial condition, and prospects may be materially and adversely affected.
• The defects in certain leased property interests and failure to register certain lease agreements may materially and adversely affect NewGenIvfs business, financial condition, results of operations, and prospects.
• NewGenIvf currently has no insurance coverage for its operations.
• NewGenIvf may not be successful in adapting to technological developments, which may affect its business and results of operations.
• If its computer systems, or those of its providers, specialty pharmacies or other downstream vendors lag, fail or suffer security breaches, NewGenIvf may incur a material disruption of its services, which could materially impact its business and the results of operations.
• We may not be able to comply with the filing deadlines for reports that we file pursuant to the Exchange Act,, and our failure to timely file such reports may have material adverse consequences on our business.
• If we are unable to continue to meet the listing requirements of Nasdaq, our Class A Ordinary Shares will be delisted

Future Outlook

The Company intends to monitor the minimum bid price of its Class A Ordinary Shares and may, if appropriate, consider available options to regain compliance with the Nasdaq requirements.

Industry Context

The document highlights the growing assisted reproductive services (ARS) market in Asia-Pacific, driven by factors such as rising infertility rates, increasing social acceptance of ARS, and the introduction of policies like China's Three-Child Policy. NewGenIvf positions itself to capitalize on this growth through its established presence in Thailand, Cambodia, and Kyrgyzstan, and its access to technologies like MicroSort.

Comparison to Industry Standards

• The document mentions that the average cost per IVF cycle in the US is around US$12,000 (excluding medication), which is 65% higher than that of Asia-Pacific market.
• The average cost per IVF cycle by NewGenIvf is around US$7,000 (excluding medication).
• The document mentions that the average clinical pregnancy success rates, using 5-day incubation, averaged approximately 64.6% (with no PGT) for IVF, with live birth rate at approximately 28.7%.

Stakeholder Impact

• Shareholders may experience dilution due to the potential issuance of a large number of Ordinary Shares.
• Shareholders may be negatively impacted by a potential delisting from Nasdaq.
• The sale of Ordinary Shares by Selling Shareholders is intended to enhance liquidity in the public trading market for the company's equity securities in the United States.

Next Steps

• The Selling Shareholders may sell all or a portion of the Ordinary Shares from time to time in market transactions.
• The Company intends to monitor the minimum bid price of its Class A Ordinary Shares and may, if appropriate, consider available options to regain compliance with the Nasdaq requirements.

Key Dates

Keywords

Ordinary Shares, Resale, Selling Shareholders, Convertible Notes, Warrants, Registration Statement, Liquidity, Nasdaq, Delisting, NIVF, NIVFW