F-1: NewGenIvf Group Files for Resale of 9.275 Million Class A Ordinary Shares

NewGenIvf Group Limited is registering for the resale of up to 9,275,000 Class A Ordinary Shares by selling securityholders.

Summary

• NewGenIvf Group Limited has filed a registration statement for the resale of up to 9,275,000 Class A Ordinary Shares.
• The shares are to be resold by existing securityholders, including Genetics & IVF Institute, A SPAC Holdings Group Corp, JAK Opportunities VI LLC, and White Lion Capital, LLC.
• These shares were previously issued in private placements or are issuable upon conversion of notes and exercise of warrants.
• NewGenIvf will not receive any proceeds from the sale of these shares by the selling securityholders.
• The company may receive up to $500 million from the sale of Class A Ordinary Shares to White Lion pursuant to a purchase agreement.
• The company's Class A Ordinary Shares currently trade on The Nasdaq Global Market under the symbol NIVF, with the last reported closing price on March 5, 2025, being $1.77.
• NewGenIvf is a British Virgin Islands holding company with operations conducted through subsidiaries in the Cayman Islands and Asia, primarily in Thailand, Cambodia, and Kyrgyzstan.
• The company is also involved in a proposed reverse merger with European Wellness Investment Holdings Limited (EWIHL), which is subject to due diligence and the delivery of audited financials by EWIHL.
• NewGenIvf has been granted an extension by Nasdaq to regain compliance with continued listing requirements, including a reverse stock split of 1-for-20 which was effected on February 11, 2025.
• The company has regained compliance with the minimum bid price rule and has been approved to transfer its listing to the Nasdaq Capital Market.

Sentiment

Score: 5

Explanation: The document presents a mix of positive and negative aspects. While the company is pursuing growth strategies and has regained Nasdaq compliance, there are risks related to competition, regulatory uncertainties, and potential delays in the proposed reverse merger.

Positives

• The company has regained compliance with the minimum bid price rule.
• The company has been approved to transfer its listing to the Nasdaq Capital Market.
• The company has access to an equity line of credit facility of up to $100,000,000 from White Lion Capital.

Negatives

• The resale of a large number of shares by selling securityholders could depress the market price of the company's Class A Ordinary Shares.
• The completion of the EWIHL Proposed Transaction is subject to, among other matters, the completion of due diligence, the delivery of draft audited financials for the years ended 2023 and 2024 (the Draft Financials) of EWIHL by March 31, 2025, and the negotiation of a definitive agreement.
• There can be no assurance that the due diligence will be completed in a manner satisfactory to the Company for entry into definitive agreements, and the Draft Financials will be delivered by March 31, 2025.
• The company is subject to delisting due to the MVPHS Deficiency and MLVS Deficiency.

Risks

• The fertility market is competitive, and failure to compete effectively could adversely affect results of operations.
• The company has a limited operating history with its current platform of solutions, making it difficult to predict future performance.
• The company's marketing efforts depend significantly on positive references from existing clients.
• Failure to attract new clients would adversely affect the business, financial condition, and results of operations.
• The company's business depends on maintaining its existing client demographics.
• The company may experience net losses and may not sustain profitability in the future.
• The company's future revenue may not grow at historical rates, or at all.
• The company's quarterly and annual results may fluctuate significantly.
• The company may not be able to successfully manage its growth.
• The company may not be successful in adapting to technological developments.
• The company is reliant on revenue from international clients.
• Fluctuations in exchange rates could have a material and adverse effect on the company's results of operations.
• Substantially all of the company's assets and operations are located in Thailand, Cambodia, and Kyrgyzstan, subjecting them to economic, legal, and regulatory uncertainties.
• The defects in certain leased property interests and failure to register certain lease agreements may materially and adversely affect the company's business, financial condition, results of operations, and prospects.
• The company currently has no insurance coverage for its operations.
• 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 plans to offer broad fertility services for fertility tourists across Asia Pacific, continue to invest in laboratories and facilities, increase brand awareness and market share, and expand service reach through acquisitions and partnerships.

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.

Comparison to Industry Standards

• The document mentions that the average cost per IVF cycle in the US is around US$12,000 (excluding medication), while the average cost per IVF cycle by NewGenIvf is around US$7,000 (excluding medication).

Stakeholder Impact

• Shareholders may experience a decrease in the market price of Class A Ordinary Shares due to the resale of a large number of shares by selling securityholders.
• The company's ability to raise capital through the sale of additional equity securities could be impaired.
• The company's employees, customers, and suppliers may be affected by the company's strategic decisions and financial performance.

Next Steps

• The selling securityholders may offer all or part of the securities for resale from time to time through public or private transactions.
• The company will continue to work towards completing the proposed reverse merger with EWIHL, subject to due diligence and the delivery of audited financials.
• The company will continue to execute its compliance plan to maintain its listing on the Nasdaq Capital Market.

Key Dates