F-1: NewGenIvf Navigates Losses, Secures Funding, Expands Strategy

NewGenIvf Group Limited reported a net loss in 2024, but secured significant financing and is pursuing new strategic investments in digital assets and real estate while resolving Nasdaq compliance issues.

Summary

• NewGenIvf Group Limited, an Assisted Reproductive Services (ARS) provider in Asia-Pacific, reported a net loss of $474,101 in 2024, a significant decline from a net income of $108,418 in 2023.
• Revenue increased by 5.8% to $5,433,375 in 2024, entirely from IVF treatment services, as surrogacy revenue ceased due to a Kyrgyzstan operations reorganization.
• Operating expenses surged by 82.2% to $2,987,389 in 2024, driven by professional fees for business combination, MicroSort technology license fees, and increased staff salaries for expansion.
• The company faces substantial doubt about its ability to continue as a going concern, with an accumulated deficit of $985,994 and a shareholder equity deficit of $1,481,757 as of December 31, 2024.
• NewGenIvf secured an equity line of credit facility of up to $100 million from White Lion Capital, with approximately $11.66 million already drawn, and a new 2025 Securities Purchase Agreement for up to $28.8 million in convertible notes.
• Strategic investments include plans to deploy up to $30 million in staking SOL (Solana network token) and an MOU for real estate development in Ras Al Khaimah, UAE.
• The company successfully regained compliance with Nasdaq's minimum bid price rule and transferred its listing to the Nasdaq Capital Market after a 1-for-20 reverse stock split in February 2025.
• Management changes include the resignation of Mr. Yip Eng Jeremy Foo and the appointment of Ms. Florianna Ann Chi Wan Chan as an independent director in April 2025.
• The CEO and CMO were arrested in Hong Kong in April 2025 for alleged violations of the Human Reproductive Technology Ordinance related to gender selection and commercial surrogacy advertising, though no charges have been filed.

Sentiment

Score: 4

Explanation: The company is in a challenging financial position with a net loss and accumulated deficit, raising going concern doubts. While it has secured significant financing and is pursuing strategic growth initiatives, these are high-risk and speculative, and the legal issues involving management add uncertainty. The positive revenue growth is overshadowed by increased expenses and a shift to net loss.

Positives

• Revenue increased by 5.8% from $5,136,153 in 2023 to $5,433,375 in 2024, primarily driven by IVF treatment services.
• Gross profit increased by 8.6% to $1,826,894 in 2024, with gross margin slightly improving from 32.7% to 33.6%.
• Successfully regained compliance with Nasdaq's minimum bid price rule and transferred to the Nasdaq Capital Market, resolving delisting concerns.
• Secured significant financing through an equity line of credit with White Lion Capital (up to $100M, expandable to $500M, with $11.66M drawn) and a new 2025 Securities Purchase Agreement (up to $28.8M in convertible notes).
• Acquired exclusive ownership of MicroSort technology, a pre-conception gender selection technology, enhancing service offerings.
• Expanding into new strategic areas with plans to invest up to $30 million in Solana digital asset staking and a Memorandum of Understanding for real estate development in the UAE.
• Opened a second clinic in Thailand (Erawan Consultation Clinic) in June 2025, expanding operational capacity.
• Maintains a network of high-quality fertility specialists and an experienced management team with over a decade of industry experience.
• PGS technology has improved clinical outcomes with a 70.9% implantation rate and a 26.6% reduction in miscarriage rates.

Negatives

• Reported a net loss of $474,101 in 2024, a significant reversal from a net income of $108,418 in 2023.
• Operating expenses increased substantially by 82.2% to $2,987,389 in 2024, impacting profitability.
• Surrogacy and ancillary caring services revenue decreased by 100% to Nil in 2024 due to reorganization in Kyrgyzstan.
• Accumulated deficit of $985,994 and a shareholder equity deficit of $1,481,757 as of December 31, 2024, raising substantial doubt about the company's ability to continue as a going concern.
• Interest expense significantly increased from $46,179 in 2023 to $778,656 in 2024 due to convertible note issuance.
• Net cash used in operating activities increased significantly to $8,264,074 in 2024 from $1,766,135 in 2023.
• The CEO and CMO were arrested in Hong Kong for alleged violations of the Human Reproductive Technology Ordinance, which could lead to reputational harm.
• The company has no insurance coverage for its operations, exposing it to substantial costs from potential medical liabilities or disputes.
• Past failure to timely file Form 20-F for 2023 and potential future non-compliance with SEC reporting requirements.

Risks

• May not be able to continue operating as a going concern due to accumulated deficit and reliance on future financing.
• The fertility market is competitive, and failure to compete effectively could materially and adversely affect results.
• Limited operating history with current solutions makes future prospects and financial performance difficult to predict.
• 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.
• Investment in the UAE residential real estate market is exposed to significant market volatility, potential oversupply, and regulatory changes.
• Marketing efforts depend significantly on positive client references; loss or dissatisfaction of clients could harm brand and reputation.
• Failure to attract new clients or maintain existing client demographics would adversely affect business and financial results.
• Inability to offer high-quality support could damage reputation and hinder client acquisition/retention.
• Failure to effectively develop and expand marketing and sales capabilities could harm client base growth.
• Future revenue may not grow at historical rates or at all, and the company may not sustain profitability.
• Quarterly and annual results may fluctuate significantly and may not fully reflect underlying business performance.
• Inaccurate estimates of target market size could impact future growth rate.
• Inability to successfully manage growth could harm business, financial condition, and results of operations.
• New solutions and services may not be adopted by clients, or failure to innovate could adversely affect revenue.
• Failure to adapt to changing medical landscape, regulations, or client needs could make offerings less competitive.
• Failure to maintain and enhance brand could impair client base expansion.
• Inability to retain and motivate management or key employees, or attract qualified personnel, could harm business and growth.
• International business risks (economic, legal, regulatory uncertainties, exchange rate fluctuations, governmental control of currency conversion) in Asia-Pacific markets (Thailand, Cambodia, Kyrgyzstan, China) could adversely affect operations.
• Ethical, legal, and social concerns related to assisted reproductive technology could reduce demand for services.
• Reliance on revenue from international clients makes the company vulnerable to factors like economic status, exchange rates, natural disasters, pandemics, and political tensions.
• Failure to comply with terms of future financing arrangements could result in default, affecting cash flow and liquidity.
• Requires significant capital to fund operations and growth; 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 could materially and adversely affect business.
• No insurance coverage for operations exposes the company to substantial costs from medical liabilities and disputes.
• May not be successful in adapting to technological developments, affecting business and results of operations.
• Computer system failures or security breaches could disrupt services and impact business.
• Failure to timely file SEC reports could lead to enforcement action, delisting, and shareholder lawsuits.
• Inability to maintain Nasdaq listing requirements could result in delisting.
• Dependence on a network of high-quality fertility specialists; inability to maintain this network could limit future growth.
• Limited control over the quality of pharmaceuticals, medical equipment, and supplies from third-party suppliers, and no control over independent sub-contractors, exposing the company to liability claims and reputational damage.
• Loss of relationship with key pharmaceutical manufacturers could adversely affect business.
• Related party transactions present potential conflicts of interest.
• May be subject to claims and allegations relating to intellectual property.
• Reliance on third-party data and polls for market estimates may be inaccurate.
• Advertising or offering gender selection services in certain jurisdictions (e.g., Hong Kong) could expose the company and its directors/executive officers to significant legal and regulatory risks and penalties.
• Significant tariffs or other restrictions on imports by the U.S. and related countermeasures could adversely affect operations and financial results.
• Litigation could be costly, time-consuming, and harm business.
• Acquisitions, strategic investments, partnerships, or alliances could be difficult to identify, pose integration challenges, divert management attention, disrupt business, dilute stockholder value, and adversely affect its business, financial condition and results of operations.

Future Outlook

NewGenIvf 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 through collaborations and social media, and expand service reach through strategic acquisitions and partnerships. The company intends to develop advanced facilities for ARS research, correlate patient data to improve success rates, and implement technological advancements like microfluidics and non-invasive PGT. New services like IVF mental health support and a home country gynecologist partnership program are also planned. The company aims to become a leader in the Asia Pacific ARS market.

Management Comments

• Management closely monitors the company's financial position and results of operations and has prepared a plan that includes raising additional capital and implementing improvements to increase profitability to address the substantial doubt about continuing as a going concern.
• Our existing facilities are suitable and adequate to meet our current needs.
• We maintain a good working relationship with our employees and we have not experienced any significant labor disputes.

Industry Context

The Asia-Pacific ARS market is experiencing significant growth, driven by a rising number 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 developing countries like Thailand (15.4%), India (13.8%), and China (17.8%) in 2022. Despite this demand, access to treatment is often limited by financial challenges, high costs, and limited availability of fertility medical care. NewGenIvf's strategic presence in Thailand, Cambodia, and Kyrgyzstan, coupled with its comprehensive service offerings and exclusive MicroSort technology, positions it to capitalize on these market opportunities and address existing challenges. The company also notes the impact of government policies like China's Three-Child policy on ARS demand.

Comparison to Industry Standards

• NewGenIvf's average cost per IVF cycle is around US$7,000 (excluding medication), which is noted as 'relatively low cost' compared with the US market, suggesting a competitive pricing strategy for fertility tourism.
• PGS technology has improved clinical outcomes for NewGenIvf by achieving a higher implantation rate of 70.9% and reducing miscarriage rates by 26.6%. While no direct industry benchmark is provided in the filing, these figures are presented as a 'track record of success' and 'improved clinical outcomes'.
• The company states it was 'one of the few ARS providers in Kyrgyzstan and one of the few companies in Kyrgyzstan that is licensed to offer surrogacy services' as of December 31, 2024, indicating a strong competitive position in that specific niche market.
• Phnom Penh Center in Cambodia was 'the first to use conventional IVF technology which led to a successful birth in 2016 in Cambodia', highlighting a pioneering role in the local market.
• The company's strategy to offer broad fertility services for 'fertility tourists' across Asia Pacific, including integrated hospitality arrangements, aims to differentiate it from competitors by providing a 'hassle-free, seamless and integrated ARS and hospitality arrangement experience'.

Management Changes

Corporate Governance

Legal Proceedings

• Wing Fung Alfred Siu (CEO) and Hei Yue Tina Fong (CMO) were arrested in Hong Kong on April 25, 2025, for allegedly violating certain sections of the Human Reproductive Technology Ordinance (HRTO), which prohibits using reproductive technologies for sex selection, advertising sex selection services, commercial surrogacy arrangements, and advertising surrogacy arrangements.
• All persons were released on bail (HKD 3,000 / $390), and no charges have been filed as of the date of the prospectus.
• The company does not expect a material impact on its business, financial condition, or results of operations from these arrests, as marketing activities for gender selection services are carried out outside of Hong Kong or by agents outside of Hong Kong, and PRC-sourced revenues are generated through referrals with direct payments to local clinics.

Related Party Transactions

• Historically, cash from operating activities was distributed to Mr. Wing Fung Alfred Siu (CEO) and Ms. Hei Yue Tina Fong (CMO), resulting in amounts due from them. The largest aggregate amount due from them was $2,240,872 for the year ended December 31, 2023, 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 to Mr. Siu was $190,000 in 2024 and $125,000 in 2023.
• Remuneration to Ms. Fong 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, is a related party. As of December 31, 2024, there was a balance of $(61,802) due to Harcourt Limited.

Stakeholder Impact

• **Shareholders:** Potential dilution from future equity issuances (White Lion equity line, convertible notes, share incentive plan). Risk of share price volatility due to financial performance, strategic investments in volatile assets (SOL), and legal proceedings involving management. Nasdaq delisting risk has been mitigated but remains a concern if compliance is not maintained.
• **Employees:** Increased headcount planned for lab and nurse teams, potentially leading to higher staff costs. Share incentive plan aims to attract and retain key personnel, benefiting employees with equity awards.
• **Customers:** Expansion of clinics and service offerings (e.g., IVF mental health, home country gynecologist partnerships) aims to provide broader, more convenient, and higher-quality fertility solutions. However, potential negative publicity from legal issues or service disruptions could impact customer trust.
• **Suppliers/Creditors:** Increased indebtedness from convertible notes and promissory notes. While financing activities have provided cash, the 'going concern' doubt indicates potential risks for creditors if the company cannot bridge financial shortfalls. Procurement team focuses on cost-effective and reliable suppliers.
• **Regulatory Bodies:** Ongoing scrutiny due to Nasdaq compliance issues, and legal proceedings related to alleged HRTO violations in Hong Kong. The company operates in a highly regulated industry and must comply with evolving requirements, which could lead to penalties or operational changes if not met.

Next Steps

• Systematically deploy the remaining capital (approximately $28.76 million) for Solana digital asset staking using a dollar-cost averaging methodology (Phase 2: Q3 2025 Q4 2026).
• Actively manage validator relationships and reward optimization for Solana staking (Phase 3: ongoing).
• Negotiate and execute a definitive Joint Venture Agreement with BNW Real Estate Development LLC to develop land in Ras Al Khaimah, UAE.
• Continue to invest in upgrading laboratories and facilities to complement growth and expansion.
• Develop advanced facilities for ARS related basic science and experiments relating to emerging technologies.
• Correlate data on patient treatment protocols to embryo physiologic data and pregnancy success rates 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 innovative treatment services, such as IVF mental health services.
• Explore expanding client base by offering fertility services as part of corporate benefit programs in Asia.
• Establish a home country gynecologist partnership program to attract more clients with reduced overseas time requirements.

Key Dates

Recommendation

NewGenIvf presents a mixed financial picture. While revenue is growing in its core IVF segment and it has successfully addressed immediate Nasdaq compliance issues, the company reported a net loss in 2024 and has a significant accumulated deficit, raising substantial doubt about its ability to continue as a going concern. The reliance on future capital raises, including an equity line of credit and convertible notes, is critical but also introduces potential dilution. Strategic investments in volatile digital assets (Solana) and real estate add a layer of high-risk, speculative growth. The legal proceedings involving key management, though currently without charges, pose a reputational risk. Given the precarious financial health, coupled with ambitious but risky growth strategies and ongoing legal/regulatory uncertainties, a 'hold' recommendation is appropriate. Investors should monitor the company's ability to achieve profitability, successfully execute its new strategic initiatives, and navigate legal and regulatory challenges before considering further investment.

Keywords

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