F-1: NewGenIvf Group Limited Files for Resale of 40 Million Class A Ordinary Shares

NewGenIvf Group Limited has filed a registration statement for the resale of up to 40 million Class A ordinary shares by a selling shareholder, White Lion Capital, LLC.

Summary

• NewGenIvf Group Limited, a British Virgin Islands holding company, has filed a registration statement for the resale of up to 40 million Class A ordinary shares.
• These shares are issuable to White Lion Capital, LLC in connection with a Common Stock Purchase Agreement.
• The resale shares represent a significant portion of the company's outstanding ordinary shares.
• The sale of these shares could potentially depress the market price of NewGenIvf's ordinary shares.
• The company may receive up to $500 million in gross proceeds from the sale of ordinary shares to White Lion under the purchase agreement, subject to certain conditions.
• The actual proceeds may be less depending on the number of shares sold and the price at which they are sold.
• NewGenIvf is an assisted reproductive services provider in the Asia-Pacific region with clinics in Thailand, Cambodia, and Kyrgyzstan.
• The company offers in vitro fertilization (IVF) treatment services and surrogacy and ancillary caring services.
• NewGenIvf generated approximately 78.3% of its revenue from IVF treatments and 21.7% from surrogacy and ancillary caring services in 2023.
• The company's revenue was US$5,136,153 in 2023 and US$5,944,190 in 2022, with net income of US$108,418 and US$135,847, respectively.
• The company's common stock may be delisted by Nasdaq on November 20, 2024, for failing to comply with minimum market value requirements.

Sentiment

Score: 4

Explanation: The document presents a mixed picture. While there are positive aspects such as the company's strategic position and market opportunity, there are also significant risks and negative financial results, including the potential for delisting and a decrease in revenue and net income. The potential for a large capital raise is a positive, but the terms are not fully defined.

Positives

• NewGenIvf has a strategic presence in Thailand, Cambodia, and Kyrgyzstan, positioning it to take advantage of opportunities across Asia-Pacific.
• The company has a broad range of assisted reproductive services, including IVF, egg donation, and surrogacy.
• NewGenIvf holds an exclusive license for MicroSort technology in Thailand and Cambodia.
• The company has an experienced management team with expertise in the ARS market and healthcare industry.
• The Asia-Pacific ARS market is growing rapidly, with a potential size of US$37.4 billion by 2030.

Negatives

• The resale of 40 million shares could depress the market price of NewGenIvf's ordinary shares.
• The company's common stock may be delisted by Nasdaq for failing to comply with minimum market value requirements.
• The company has a limited operating history with its current platform of solutions.
• NewGenIvf's marketing efforts depend significantly on positive references from existing clients.
• The company may not be able to sustain profitability in the future.

Risks

• The company may not be able to continue operating as a going concern.
• The fertility market is competitive, and NewGenIvf may not compete effectively.
• The company has a limited operating history with its current platform of solutions.
• NewGenIvf's marketing efforts depend significantly on positive references from existing clients.
• The company may experience net losses and may not sustain profitability in the future.
• The company's future revenue may not grow at the rates it historically has, 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 fail to adapt to the changing medical landscape and regulations.
• The company may fail to retain and motivate key employees.
• 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 and are subject to economic, legal, and regulatory uncertainties in such countries.
• The company requires a significant amount of capital to fund its operations and growth.
• The company currently has no insurance coverage for its operations.
• The company may not be able to comply with the filing deadlines for reports that it files pursuant to the Exchange Act.
• If the company is unable to continue to meet the listing requirements of Nasdaq, its Class A Ordinary Shares will be delisted.

Future Outlook

The company plans to offer broad fertility services for fertility tourists, invest in laboratories and facilities, increase brand awareness, and expand service reach through acquisitions and partnerships.

Management Comments

• NewGenIvf's Chief Executive Officer, Mr. Alfred Siu, has more than 13 years of experience in the fertility service market.
• Dr. Wiphawee Luangtangvarodom had over 8 years of experience as an obstetrician and gynecologist.
• NewGenIvf's two lab supervisors, Ms. Anussara Phinyong, and Ms. Araya Boonchaisitthipong, each had over eight years of experience in the embryologist field.

Industry Context

The document highlights the growing demand for fertility services in the Asia-Pacific region, driven by factors such as later maternal age and increasing social acceptance of assisted reproductive technologies. The company is positioning itself to capitalize on this growing market.

Comparison to Industry Standards

• According to CIC, 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).
• According to CIC, 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%.

Related Party Transactions

• The company has engaged in transactions with related parties, including Seazen Resources Investment Limited, Mr. Wing Fung Alfred Siu, Ms. Hei Yue Tina Fong, and Harcourt Limited.

Stakeholder Impact

• Shareholders may experience a decrease in share price due to the resale of a large number of shares.
• Employees may be affected by the company's financial instability and potential delisting.
• Customers may be affected by any changes in the company's operations or service offerings.
• Suppliers and creditors may be affected by the company's financial instability.

Next Steps

• The company intends to monitor the minimum bid price of its Class A Ordinary Shares and may consider options to regain compliance with Nasdaq requirements.
• The company will formally request a hearing to appeal the delisting determination and intends to leverage several strategic options to ensure its securities remain publicly traded.
• The company will apply to transfer its securities from the Nasdaq Global Market to the Nasdaq Capital Market.

Key Dates

Keywords

assisted reproductive services, IVF, surrogacy, fertility treatments, Asia-Pacific, MicroSort technology, Nasdaq, equity line of credit, White Lion Capital, delisting