F-1: NewGenIvf Navigates Growth, Digital Assets, and Regulatory Hurdles

NewGenIvf Group Limited reports increased revenue but a net loss in 2024, while pursuing strategic investments in digital assets and real estate, and addressing Nasdaq compliance and legal challenges.

Summary

• NewGenIvf Group Limited, an Asia-Pacific assisted reproductive services (ARS) provider, reported revenue of $5,433,375 in 2024, a 5.8% increase from $5,136,153 in 2023.
• The company incurred a net loss of $474,101 in 2024, a significant shift from a net income of $108,418 in 2023.
• Gross profit increased by 8.6% to $1,826,894 in 2024, with gross margin improving from 32.7% to 33.6%.
• Operating expenses surged by 82.2% to $2,987,389 in 2024, primarily due to professional fees for business combination and financing, MicroSort technology license fees, and increased staff costs.
• Cash used in operating activities significantly increased to $8,264,074 in 2024 from $1,766,135 in 2023.
• The company has an accumulated deficit of $985,994 and a shareholders' equity deficit of $1,481,757 as of December 31, 2024, raising substantial doubt about its ability to continue as a going concern.
• NewGenIvf plans to invest up to $30 million in staking SOL (Solana network) and has accumulated 13,000.23 SOL tokens valued at approximately $3.16 million as of September 15, 2025, with an unrealized gain of $1.16 million.
• A Memorandum of Understanding (MOU) was signed with BNW Real Estate Development LLC to form a joint venture for real estate development in Ras Al Khaimah's Beach District, UAE.
• The company completed the acquisition of MicroSort technology on February 28, 2025, for $750,000 cash and 125,000 Class A Ordinary Shares (equivalent to 2,500 post Third Reverse Stock Split).
• NewGenIvf regained compliance with Nasdaq listing requirements on March 10, 2025, after a series of reverse stock splits and transferring its listing to the Nasdaq Capital Market.
• The company is conducting a best-efforts public offering of up to 4,975,124 Class A Ordinary Shares and warrants to purchase up to 2,487,562 Class A Ordinary Shares, aiming for net proceeds of approximately $13.7 million.
• CEO Wing Fung Alfred Siu and CMO Hei Yue Tina Fong were arrested in Hong Kong on April 25, 2025, for alleged violations of the Human Reproductive Technology Ordinance, but no charges have been filed.
• The company has access to an equity line of credit facility of up to $100 million from White Lion Capital, with approximately $11.66 million drawn to date, and has issued several tranches of convertible notes to JAK Opportunities VI LLC.

Sentiment

Score: 4

Explanation: While the company shows revenue growth and strategic expansion into new technologies and markets, the significant net loss, increased operating expenses, substantial cash burn from operations, and the going concern warning indicate considerable financial challenges. The legal proceedings against key management also add a layer of uncertainty and reputational risk. The capital raises are crucial but also highlight the need for significant external funding.

Positives

• Revenue increased by 5.8% in 2024, indicating business growth in ARS.
• Gross profit increased by 8.6% and gross margin improved from 32.7% to 33.6% in 2024, suggesting improved operational efficiency or pricing strategies.
• Successfully regained compliance with Nasdaq listing requirements, including the minimum bid price rule, and transferred to the Nasdaq Capital Market, mitigating immediate delisting risk.
• Acquired exclusive ownership of MicroSort technology, a pre-conception gender selection technology, which is a competitive advantage in the ARS market.
• Strategic investments in digital assets (Solana staking) have shown an unrealized gain of $1.16 million as of September 15, 2025, diversifying revenue streams.
• Entered into a Memorandum of Understanding for a joint venture in UAE real estate development, indicating expansion into new markets and sectors.
• Secured an equity line of credit facility of up to $100 million from White Lion Capital, providing significant potential capital access.
• Established a cooperation agreement with FERTILITY GROUP LLC (BOBCARE) to develop fertility services in Kyrgyzstan, enhancing market presence.
• Other income significantly increased in 2024, primarily due to a partial waiver of a promissory note and legal fee payable.

Negatives

• The company reported a net loss of $474,101 in 2024, a reversal from a net income of $108,418 in 2023.
• Operating expenses increased substantially by 82.2% in 2024, driven by professional fees and staff costs, impacting profitability.
• Cash used in operating activities increased significantly to $8,264,074 in 2024, indicating a higher cash burn rate.
• The company has an accumulated deficit of $985,994 and a shareholders' equity deficit of $1,481,757 as of December 31, 2024, raising substantial doubt about its ability to continue as a going concern.
• Surrogacy and ancillary caring services revenue decreased by 100% in 2024 due to reorganization in Kyrgyzstan, eliminating a previous revenue stream.
• Interest expense increased significantly from $46,179 in 2023 to $778,656 in 2024 due to convertible note issuance.
• CEO Wing Fung Alfred Siu and CMO Hei Yue Tina Fong were arrested in Hong Kong for alleged violations of the Human Reproductive Technology Ordinance, which could lead to reputational damage and legal costs.
• The company has a limited operating history with its current platform of solutions, making future financial performance difficult to predict.
• The company currently has no insurance coverage for its operations, exposing it to significant liabilities from medical disputes and claims.
• There are defects in certain leased property interests in Thailand, and failure to register certain lease agreements, which could lead to forced relocation and penalties.

Risks

• Substantial doubt exists about the company's ability to continue as a going concern due to accumulated deficit and net loss.
• The fertility market is highly competitive, and failure to compete effectively could materially and adversely affect results of operations.
• The planned Solana digital asset staking strategy is subject to extreme price volatility, staking and liquidity risks, operational and validator risks, custodial and security risks, and regulatory uncertainty, potentially leading to partial or total loss of investment.
• The company's management team has limited experience in the digital asset and blockchain sector, increasing the risk of operational errors and poor strategic decisions.
• Investment in the UAE real estate market is exposed to significant market volatility, potential oversupply, and regulatory changes.
• Reliance on positive client references for marketing efforts means loss or dissatisfaction of clients could substantially harm brand and reputation.
• Failure to attract new clients or maintain existing client demographics would adversely affect business, financial condition, and results of operations.
• Quarterly and annual results may fluctuate significantly and may not fully reflect underlying business performance.
• Inability to successfully manage growth could harm business, financial condition, and results of operations.
• Failure to innovate and develop new solutions and services adopted by clients could adversely affect revenue and results of operations.
• Inability to retain and motivate management and key employees, or attract qualified personnel, could harm business and future growth prospects.
• International business risks, including economic, legal, and regulatory uncertainties in Thailand, Cambodia, Kyrgyzstan, and China, could adversely affect operations.
• Ethical, legal, and social concerns related to assisted reproductive technology could reduce demand for fertility services.
• Reliance on revenue from international clients makes the company vulnerable to factors like economic status of foreign countries, exchange rates, natural disasters, pandemics, and political tension.
• Governmental control of currency conversion may limit the ability to utilize net revenue effectively and affect investment value.
• Sales of a substantial number of securities in the public market could cause the price of Ordinary Shares to decrease significantly.
• The dual-class voting structure may limit Class A shareholders' ability to influence corporate matters and discourage change of control transactions.
• Failure to comply with terms of future financing arrangements could result in default, adversely affecting cash flow and liquidity.
• The company requires significant capital to fund operations and growth, and inability to obtain sufficient capital on acceptable terms could materially and adversely affect prospects.
• Defects in certain leased property interests and failure to register lease agreements in Thailand could lead to legal challenges, forced relocation, and penalties.
• Lack of insurance coverage for operations exposes the company to substantial costs and diversion of resources from medical liabilities and claims.
• Failure to adapt to technological developments could affect business and results of operations.
• Computer system failures or security breaches could lead to material disruption of services and incur liability.
• Failure to timely file reports with the SEC could result in enforcement action, shareholder lawsuits, and delisting from Nasdaq.
• Allegations of violating Hong Kong's Human Reproductive Technology Ordinance against the CEO and CMO could cause reputational harm and potential legal penalties.
• Significant tariffs or other restrictions imposed on imports by the U.S. and related countermeasures could have a material adverse effect on operations and financial results.
• Litigation against the company could be costly, time-consuming, and harm business, financial condition, and results of operations.
• Acquisitions, strategic investments, partnerships, or alliances could be difficult to identify, pose integration challenges, divert management attention, and dilute stockholder value.
• Changes in effective tax rate or accounting principles could adversely affect results of operations.
• Non-compliance with anti-corruption, anti-bribery, anti-money laundering, and similar laws can subject the company to criminal or civil liability.
• The best-efforts offering means no minimum number or dollar amount of securities is required to be sold, and the company may not raise sufficient capital for its business plans.
• The trading price of Class A Ordinary Shares has been and is likely to continue to be highly volatile, potentially leading to substantial losses for purchasers.
• Management has significant flexibility and discretion in using the proceeds of the offering, which may not align with investors' expectations or improve results.

Future Outlook

NewGenIvf aims to provide tailored ARS solutions and expand its market share in Asia-Pacific by offering broad fertility services for fertility tourists, continuing to invest in laboratories and facilities, increasing brand awareness through social media and partnerships, and expanding service reach through strategic acquisitions and corporate benefit programs. The company plans to develop advanced facilities for ARS research, correlate patient data to improve success rates, and implement technological advancements like microfluidics and non-invasive PGT. It also intends to introduce innovative services such as IVF mental health support. The company plans to invest up to $30 million in staking SOL digital assets and is exploring real estate development in the UAE.

Management Comments

• Management believes that its existing facilities are suitable and adequate to meet its current needs.
• Management believes that its business has benefited from, and will continue to benefit from, the convenience of its clinic locations, especially in central Bangkok.
• Management believes that its replicable and scalable operating model supports high productivity at its assisted reproductive medical facilities in Asia.
• Management believes that its experienced management team, including physicians and laboratory technicians, positions it well to expand its network and become a leader in the Asia Pacific ARS market.
• Management believes that the granting of share-based awards is of significant importance to its ability to attract and retain agents, key personnel and employees, and will continue to grant such awards in the future.
• Management believes that if recovery of the PRC economy is sustainable, it might increase the demand for NewGenIvf's services and therefore in turn affect its results of operations.
• Management believes that using an incremental borrowing rate of the minimum loan rate and Hong Kong Dollar Best Lending Rate (BLR) minus 0.125% was the most indicative rate of the company's borrowing cost for the calculation of the present value of the lease payments.
• Management believes it is less likely than not that its operations will be able to fully utilize its deferred tax assets related to the net operating loss carry forward.

Industry Context

NewGenIvf operates in the rapidly growing Asia-Pacific ARS market, driven by factors such as rising numbers of women in the key ARS-targeted age group, a growing trend towards later maternal age, increasing social acceptance of ARS, and substantial infertility rates in countries like Thailand, India, and China. The market is projected to reach US$37.4 billion by 2030. The company aims to leverage its long-standing presence and comprehensive service offerings to address challenges like financial costs and limited access to treatment. Its acquisition of MicroSort technology and expansion into surrogacy in Kyrgyzstan position it to cater to diverse patient needs, including fertility tourism. The company's foray into digital asset staking and UAE real estate development represents a diversification strategy beyond its core ARS business, potentially seeking higher returns in emerging sectors.

Comparison to Industry Standards

• NewGenIvf's average cost per IVF cycle is around US$7,000 (excluding medication), which is presented as a relatively low cost compared with the US market, positioning it competitively for fertility tourism.
• The company's Preimplantation Genetic Screening (PGS) has improved clinical outcomes with a higher implantation rate of 70.9% and reduced miscarriage rates by 26.6%, indicating strong performance in this advanced ARS technique.
• NewGenIvf was one of the few ARS providers and licensed companies to offer surrogacy services in Kyrgyzstan as of December 31, 2024, according to CIC, suggesting a competitive advantage in this niche market.
• The company's claim of being the first to use conventional IVF technology leading to a successful birth in 2016 in Cambodia highlights its pioneering role in that specific regional market.
• The company's strategy to offer broad fertility services for fertility tourists across Asia Pacific, including integrated ARS and hospitality arrangements, aims to differentiate it from competitors by providing a more comprehensive and hassle-free experience.

Management Changes

Corporate Governance

Legal Proceedings

• On April 25, 2025, CEO Wing Fung Alfred Siu and CMO Hei Yue Tina Fong were arrested in Hong Kong 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. They were released on HKD 3,000 bail, and no charges have been filed as of the prospectus date. The company does not expect a material impact on its business or revenue from Chinese clients, as marketing activities are conducted outside Hong Kong or by agents outside Hong Kong.

Related Party Transactions

• Historically, cash from operating activities was distributed to Mr. Wing Fung Alfred Siu and Ms. Hei Yue Tina Fong, resulting in amounts due from them. As of December 31, 2023, the largest aggregate amount due from them was $2,240,872, which has since been repaid.
• As of December 31, 2024, the aggregate balance of amount due to Mr. Siu and Ms. Fong was $92,651.
• Remuneration paid to Mr. Siu, Wing Fung Alfred was $190,000 in 2024 and $125,000 in 2023.
• Remuneration paid to Ms. Fong, Hei Yue Tina was $190,000 in 2024 and $125,000 in 2023.
• Mr. Siu Wing Fung waived a balance of $88,151 due from the company in 2023.
• Harcourt Limited, controlled by Mr. Siu and Ms. Fong, has common ultimate beneficial owners with the company.

Stakeholder Impact

• Shareholders face potential dilution from the current public offering and future capital raises, as well as the exercise of warrants and convertible notes.
• Shareholders are exposed to significant risks related to the company's going concern status, the volatility of its stock price, and the speculative nature of its new digital asset and real estate investments.
• Employees may benefit from increased share-based compensation under the amended Share Incentive Plan, intended to attract and retain qualified personnel.
• Customers may benefit from expanded and innovative fertility services, including new technologies like MicroSort and potential IVF mental health services, as well as integrated hospitality arrangements for fertility tourists.
• Suppliers and creditors face risks related to the company's financial health and ability to settle obligations, particularly given the going concern warning and increased debt.
• Regulatory bodies will continue to scrutinize the company's compliance with various laws, especially in the highly regulated ARS industry and regarding the legal proceedings against management.

Next Steps

• Complete the best-efforts public offering of Class A Ordinary Shares and Warrants to raise approximately $13.7 million.
• Systematically deploy the remaining capital (approximately $28.76 million) into Solana staking using a dollar-cost averaging methodology during Q3 2025 Q4 2026.
• Actively manage validator relationships and reward optimization for the Solana digital asset strategy.
• Negotiate and execute a definitive Joint Venture Agreement with BNW Real Estate Development LLC for the UAE real estate project.
• Continue to invest in upgrading existing laboratories and facilities in Thailand and Cambodia.
• Develop advanced facilities for ARS-related basic science and experiments relating to emerging technologies.
• Correlate patient treatment protocols data 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 increase brand awareness and market share.
• Increase brand awareness through social media promotions and marketing initiatives, and establish a business development team.
• Introduce IVF mental health services for clients who fail in IVF treatments.
• Explore expanding client base by offering fertility services as part of corporate benefit programs in Asia.
• Establish a home country gynecologist partnership program to offer treatment services with reduced overseas time requirements.
• Monitor and address the ongoing legal proceedings against CEO Wing Fung Alfred Siu and CMO Hei Yue Tina Fong in Hong Kong.

Key Dates

Recommendation

NewGenIvf Group Limited presents a mixed financial picture with revenue growth but a significant net loss and a going concern warning. While strategic initiatives in digital assets and UAE real estate offer diversification and potential upside, they also introduce substantial new risks. The company has successfully addressed Nasdaq compliance issues, which is positive, but the ongoing legal proceedings against key management members create uncertainty. Given the high volatility, increased cash burn, and the speculative nature of new ventures, a 'hold' recommendation is appropriate. Investors should monitor the execution of new strategies, resolution of legal matters, and the company's ability to achieve sustained profitability and positive cash flow from operations before considering further investment.

Keywords

Assisted Reproductive Services, IVF, Fertility Treatment, MicroSort Technology, Solana Staking, Digital Assets, UAE Real Estate, Nasdaq Compliance, SEC Filing, Healthcare Asia-Pacific, Corporate Governance, Capital Raise, Risk Factors