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NewGenIvf Group Ltd

NewGenIvf Group LtdNIVF決算レポート

Nasdaq · ヘルスケア · サービス-その他健康及び関連サービス（その他）

NewGenIvf Group Ltd is a specialized assisted reproductive technology (ART) service provider. It offers a full range of fertility solutions including in vitro fertilization, preimplantation genetic testing and fertility preservation, primarily serving clients across Greater China and Southeast Asia, including both local and cross-border patients seeking reproductive care.

What changed in NewGenIvf Group Ltd's 20-F — 2024 vs 2025

Top changes in NewGenIvf Group Ltd's 2025 20-F

473 paragraphs added · 382 removed · 251 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

106 edited+156 added−23 removed278 unchanged
On February 27, 2025, the Company received a notification letter from Nasdaq, indicating that the closing bid price of the Company’s securities had been at $1.00 per share or greater for 10 consecutive business days from February 11, 2025 to February 26, 2025, and the Company had regained compliance with the Minimum Bid Price Rule.
On February 27, 2025, the Company received a notification letter from Nasdaq, indicating that the closing bid price of the Company’s securities had been at $1.00 per share or greater for 10 consecutive business days from February 11, 2025 to February 26, 2025, and the Company had regained compliance with the Minimum Bid Price Rule.
Competition for highly skilled personnel and agents is often intense and NewGenIvf may incur significant costs or may not be successful in attracting, integrating, or retaining qualified personnel and agents to fulfill NewGenIvf’s current or future needs.
Competition for highly skilled personnel and agents is often intense and NewGenIvf may incur significant costs or may not be successful in attracting, integrating, or retaining qualified personnel and agents to fulfill NewGenIvf’s current or future needs.
NewGenIvf believes that the granting of share-based awards is of significant importance to NewGenIvf’s ability to attract and retain agents, key personnel and employees, and NewGenIvf will continue to grant share-based awards in the future.
NewGenIvf believes that the granting of share-based awards is of significant importance to NewGenIvf’s ability to attract and retain agents, key personnel and employees, and NewGenIvf will continue to grant share-based awards in the future.
In addition, NewGenIvf may, with the approval of its Compensation Committee and the Board, revise the terms of, and increase the size of, its share incentive plan, to ensure that it is able to attract and retain agents, key personnel and employees.
In addition, NewGenIvf may, with the approval of its Compensation Committee and the Board, revise the terms of, and increase the size of, its share incentive plan, to ensure that it is able to attract and retain agents, key personnel and employees.
In addition, if the resulting business from such a transaction fails to meet NewGenIvf’s expectations, or it fails to successfully integrate such businesses into its own, its business, financial condition and results of operations may be adversely affected or it may be exposed to unknown risks or liabilities.
In addition, if the resulting business from such a transaction fails to meet NewGenIvf’s expectations, or it fails to successfully integrate such businesses into its own, its business, financial condition and results of operations may be adversely affected or it may be exposed to unknown risks or liabilities.
Even if the markets in which NewGenIvf competes achieve the forecasted growth, its business could fail to grow at similar rates, if at all. NewGenIvf’s estimates of the market opportunity for its services are based on the assumption that the purpose-built, data-driven and disruptive fertility services platform with the plan design NewGenIvf offers will be attractive to clients.
Even if the markets in which NewGenIvf competes achieve the forecasted growth, its business could fail to grow at similar rates, if at all. 12 NewGenIvf’s estimates of the market opportunity for its services are based on the assumption that the purpose-built, data-driven and disruptive fertility services platform with the plan design NewGenIvf offers will be attractive to clients.
As a result, NewGenIvf’s expenses associated with the compensation may increase, which may also have an adverse effect on its results of operations. NewGenIvf’s Share Incentive Plan allows NewGenIvf to enhance its ability to attract and retain exceptionally qualified individuals and agents and to encourage them to acquire a proprietary interest in the company’s growth and performance.
As a result, NewGenIvf’s expenses associated with the compensation may increase, which may also have an adverse effect on its results of operations. 14 NewGenIvf’s Share Incentive Plan allows NewGenIvf to enhance its ability to attract and retain exceptionally qualified individuals and agents and to encourage them to acquire a proprietary interest in the company’s growth and performance.
Any default under the credit facility could result in the repayment of these loans prior to maturity as well as the inability to obtain additional financing, which in turn may have a material adverse effect on NewGenIvf’s cash flow and liquidity. 12 NewGenIvf requires a significant amount of capital to fund its operations and growth.
Any default under the credit facility could result in the repayment of these loans prior to maturity as well as the inability to obtain additional financing, which in turn may have a material adverse effect on NewGenIvf’s cash flow and liquidity. NewGenIvf requires a significant amount of capital to fund its operations and growth.
Under such circumstances, First Fertility PGS Center expects to incur relocation costs of up to THB3 million and expects that there would not be material business interruption costs, if any. Only one of NewGenIvf’s directors or officers, namely Ms. Fong, Hei Yue Tina, is also a director of First Fertility PGS Center.
Under such circumstances, First Fertility PGS Center expects to incur relocation costs of up to THB3 million and expects that there would not be material business interruption costs, if any. 19 Only one of NewGenIvf’s directors or officers, namely Ms. Fong, Hei Yue Tina, is also a director of First Fertility PGS Center.
There can be no assurance that NewGenIvf will be able to compete effectively and therefore its future business growth may suffer. 4 A significant reduction in the utilization of NewGenIvf’s solutions could have an adverse effect on its business, financial condition and results of operations.
There can be no assurance that NewGenIvf will be able to compete effectively and therefore its future business growth may suffer. A significant reduction in the utilization of NewGenIvf’s solutions could have an adverse effect on its business, financial condition and results of operations.
Any instability or economic downturn could have a material adverse effect on NewGenIvf’s business, financial condition, results of operations and prospects. Failure to comply with the terms of future financing arrangements could result in default, which could have an adverse effect on NewGenIvf’s cash flow and liquidity.
Any instability or economic downturn could have a material adverse effect on NewGenIvf’s business, financial condition, results of operations and prospects. 18 Failure to comply with the terms of future financing arrangements could result in default, which could have an adverse effect on NewGenIvf’s cash flow and liquidity.
If NewGenIvf is unable to sustain profitability, the value of its business and common stock may significantly decrease. 5 NewGenIvf’s future revenue may not grow at the rates it historically has, or at all. NewGenIvf has experienced growth since its business operations started in 2014.
If NewGenIvf is unable to sustain profitability, the value of its business and common stock may significantly decrease. NewGenIvf’s future revenue may not grow at the rates it historically has, or at all. NewGenIvf has experienced growth since its business operations started in 2014.
These limitations could affect our ability to obtain foreign exchange through offshore financing. 10 The value of the THB against the U.S. dollar and other currencies fluctuates, and is subject to changes resulting from policies of the Thailand and other governments, and depends to a large extent on domestic and international economic and political developments as well as supply and demand in the local market.
These limitations could affect our ability to obtain foreign exchange through offshore financing. 16 The value of the THB against the U.S. dollar and other currencies fluctuates, and is subject to changes resulting from policies of the Thailand and other governments, and depends to a large extent on domestic and international economic and political developments as well as supply and demand in the local market.
Any such penalties or changes in policies, regulations, or enforcement by government authorities may disrupt NewGenIvf’s operations and materially and adversely affect NewGenIvf’s business, financial condition, and results of operations. 24 Legal or regulatory restriction, government regulation, industry standards and other requirements create risks and challenges with respect to NewGenIvf’s compliance efforts and its business strategies and could adversely impact NewGenIvf’s business and limited the growth of NewGenIvf’s operations.
Any such penalties or changes in policies, regulations, or enforcement by government authorities may disrupt NewGenIvf’s operations and materially and adversely affect NewGenIvf’s business, financial condition, and results of operations. 31 Legal or regulatory restriction, government regulation, industry standards and other requirements create risks and challenges with respect to NewGenIvf’s compliance efforts and its business strategies and could adversely impact NewGenIvf’s business and limited the growth of NewGenIvf’s operations.
If one or more of these risks are realized, its business, financial condition and results of operations could be adversely affected. 9 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 NewGenIvf’s network, and thus may adversely affect the business, financial conditions and results of operations of the medical facilities in its network.
If one or more of these risks are realized, its business, financial condition and results of operations could be adversely affected. 15 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 NewGenIvf’s network, and thus may adversely affect the business, financial conditions and results of operations of the medical facilities in its network.
As a result of any of these factors, NewGenIvf may not be able to continue to compete successfully against its current or future competitors, and this competition could result in the decrease in its client base and market share and the failure of its platform to continue to maintain market acceptance, which would materially and adversely affect its business, financial condition and results of operations.
As a result of any of these factors, NewGenIvf may not be able to continue to compete successfully against its current or future competitors, and this competition could result in the decrease in its clients base and market share and the failure of its platform to continue to maintain market acceptance, which would materially and adversely affect its business, financial condition and results of operations.
NewGenIvf may also need to pay damages or settle lawsuits with a substantial amount of cash. 25 Acquisitions, strategic investments, partnerships, or alliances could be difficult to identify, pose integration challenges, divert the attention of management, disrupt NewGenIvf’s business, dilute stockholder value, and adversely affect its business, financial condition and results of operations.
NewGenIvf may also need to pay damages or settle lawsuits with a substantial amount of cash. 33 Acquisitions, strategic investments, partnerships, or alliances could be difficult to identify, pose integration challenges, divert the attention of management, disrupt NewGenIvf’s business, dilute stockholder value, and adversely affect its business, financial condition and results of operations.
Applicable laws are contributing to increased enforcement activity and may also be subject to interpretation by various courts and other governmental authorities. 21 Certain of NewGenIvf’s solutions and services involve the transmission and storage of client data in various jurisdictions, which subjects the operation of those solutions and services to privacy or data protection laws and regulations in those jurisdictions.
Applicable laws are contributing to increased enforcement activity and may also be subject to interpretation by various courts and other governmental authorities. 28 Certain of NewGenIvf’s solutions and services involve the transmission and storage of client data in various jurisdictions, which subjects the operation of those solutions and services to privacy or data protection laws and regulations in those jurisdictions.
NewGenIvf may not carry insurance or maintain coverage sufficient to compensate for all liability and such insurance may not be available for renewal on acceptable terms or at all, and in any event, insurance coverage would not address the reputational damage that could result from a security incident. 22 ● Fraud and Abuse Laws.
NewGenIvf may not carry insurance or maintain coverage sufficient to compensate for all liability and such insurance may not be available for renewal on acceptable terms or at all, and in any event, insurance coverage would not address the reputational damage that could result from a security incident. 29 ● Fraud and Abuse Laws.
This exposure to liability could result in disruptions in NewGenIvf’s business that could materially and adversely affect NewGenIvf’s results of operations. Some of NewGenIvf’s employees may have been previously employed at other companies, including NewGenIvf’s competitors. NewGenIvf may hire additional personnel to expand its development team and technical support team as its business grows.
This exposure to liability could result in disruptions in NewGenIvf’s business that could materially and adversely affect NewGenIvf’s results of operations. Some of NewGenIvf’s employees may previously employed at other companies, including NewGenIvf’s competitors. NewGenIvf may hire additional personnel to expand its development team and technical support team as its business grows.
In its experience, moreover, clients of fertility treatments tend to be more demanding on the medical services received. In addition, the relevant laws governing medical disputes and claims grant claimants’ liberal rights in bringing claims against physicians and other medical professionals practicing in the jurisdiction.
In its experience, moreover, clients of fertility treatments tend to be more demanding on the medical services received. In addition, the relevant laws governing medical disputes and claims grant claimant liberal rights in bringing claims against physicians and other medical professionals practicing in the jurisdiction.
In particular, the Medical Council of Cambodia, Cambodian Council of Nurses, Cambodian Midwives Council and the Pharmaceutical Council of Cambodia, all assist the Cambodia MOH to supervise and monitor the practice of health professionals in Cambodia. IVF/embryo implant/transfer activities are subject to an approval by the Cambodia MOH. 20 ● Privacy and Security Requirements.
In particular, the Medical Council of Cambodia, Cambodian Council of Nurses, Cambodian Midwives Council and The Pharmaceutical Council of Cambodia, all assist the Cambodia MOH to supervise and monitor the practice of health professionals in Cambodia. IVF/embryo implant/transfer activities are subject to an approval by the Cambodia MOH. 27 ● Privacy and Security Requirements.
Additionally, in extreme case, NewGenIvf may need to cease operations until it is able to obtain appropriate licensure, which may adversely affect its revenue for a period of time that it cannot estimate. 19 ● Patients’ Right Protection.
Additionally, in extreme case, NewGenIvf may need to cease operations until it is able to obtain appropriate licensure, which may adversely affect its revenue for a period of time that it cannot estimate. 26 ● Patients’ Right Protection.
NewGenIvf intends to grant, and may continue to grant, options and other types of awards, which may result in increased share-based compensation expenses. NewGenIvf’s Share Incentive Plan will allow NewGenIvf to enhance its ability to attract and retain exceptionally qualified individuals and agents and to encourage them to acquire a proprietary interest in the company’s growth and performance.
NewGenIvf intends to grant, and may continue to grant, options and other types of awards, which may result in increased share-based compensation expenses. 21 NewGenIvf’s Share Incentive Award will allow NewGenIvf to enhance its ability to attract and retain exceptionally qualified individuals and agents and to encourage them to acquire a proprietary interest in the company’s growth and performance.
On February 11, 2025, the Company effected a 1-for-20 reverse stock split of its issued and unissued shares (the “Reverse Stock Split”). The effect of the reverse stock split was to consolidate every 20 issued and unissued shares into one share.
On February 11, 2025, the Company effected a 1-for-20 reverse stock split of its issued and unissued shares. The effect of the reverse stock split was to consolidate every 20 issued and unissued shares into one share.
In Thailand, the Anti-Money Laundering Act B.E. 2542 (1999) , the Act Supplementing the Constitution Relating to the Prevention and Suppression of Corruption B.E. 2561 (2018) of Thailand, and the Penal Code of Thailand, domestic bribery laws, and other anticorruption and anti-money laundering laws in the countries in which it conducts activities.
NewGenIvf is subject to the Anti-Money Laundering Act B.E. 2542 (1999) of Thailand, the Act Supplementing the Constitution Relating to the Prevention and Suppression of Corruption B.E. 2561 (2018) of Thailand, and the Penal Code of Thailand, domestic bribery laws, and other anticorruption and anti-money laundering laws in the countries in which it conducts activities.
The consolidation of pharmaceutical manufacturers and, laboratory service providers, the shortages of drugs provided by such manufacturers, the termination or material alteration of its contractual relationships, or its failure to renew such contracts could have a material adverse effect on its business and results of operations.
The consolidation of pharmaceutical manufacturers, the shortages of drugs provided by such manufacturers, the termination or material alteration of its contractual relationships, or its failure to renew such contracts could have a material adverse effect on its business and results of operations.
Item 3. Key Information A. [Reserved] B. Capitalization and indebtedness Not applicable. C. Reasons for the offer and use of proceeds Not applicable. D. Risk Factors Risks Related to NewGenIvf’s Business and Industry We may not be able to continue operating as a going concern. As of December 31, 2024, the Company’s cash and cash equivalents stood at approximately US$457,740.
Item 3. Key Information A. [Reserved] B. Capitalization and indebtedness Not applicable. C. Reasons for the offer and use of proceeds Not applicable. D. Risk Factors Risks Related to NewGenIvf’s Business and Industry We may not be able to continue operating as a going concern. As of December 31, 2025, the Company’s cash and cash equivalents stood at approximately US$758,621.
On February 19, 2025, the Company received written decision from the Panel, which granted an extension, allowing the Company additional time to regain compliance with the Nasdaq Stock Market’s (“Nasdaq” or the “Exchange”) continued listing requirements, subject to meeting specific compliance criteria within designated timeframes. On February 11, 2025, the Company carried out the Reverse Stock Split.
On February 19, 2025, the Company received written decision from the Panel, which granted an extension, allowing the Company additional time to regain compliance with the Nasdaq Stock Market’s (“Nasdaq” or the “Exchange”) continued listing requirements, subject to meeting specific compliance criteria within designated timeframes.
On May 24, 2024, the Company received a Deficiency Letter from the Staff of Nasdaq notifying the Company that, for the preceding 35 consecutive business days, the Company’s Class A Ordinary Shares did not meet the minimum market value of publicly held shares (“MVPHS”) requirement of $15,000,000 for continued listing on Nasdaq pursuant to Nasdaq Listing Rules 5450(b)(2)(C).
On May 24, 2024, the Company received a MVPHS Deficiency Letter from the Staff of Nasdaq notifying the Company that, for the preceding 35 consecutive business days, the Company’s Class A Ordinary Shares did not meet the minimum $15,000,000 MVPHS Requirement for continued listing on Nasdaq pursuant to Nasdaq Listing Rules 5450(b)(2)(C).
If NewGenIvf is unable to increase its revenue at a rate sufficient to offset the expected increase in its costs, its business, financial position, and results of operations will be harmed, and NewGenIvf may not be able to maintain profitability over the long term.
These investments may not result in increased revenue growth in its business. If NewGenIvf is unable to increase its revenue at a rate sufficient to offset the expected increase in its costs, its business, financial position, and results of operations will be harmed, and NewGenIvf may not be able to maintain profitability over the long term.
Strategic investments or acquisitions will involve risks commonly encountered in business relationships, including: ● difficulties in assimilating and integrating the operations, personnel, systems, data, technologies, products and services of the acquired business; ● inability of the acquired technologies, products or businesses to achieve expected levels of revenue, profitability, productivity or other benefits; ● difficulties in retaining, training, motivating and integrating key personnel; ● diversion of management’s time and resources from NewGenIvf’s normal daily operations; ● difficulties in maintaining uniform standards, controls, procedures and policies within the combined organizations; ● difficulties in retaining relationships with customers, employees and suppliers of the acquired business; ● risks of entering markets in which NewGenIvf have limited or no prior experience; ● regulatory risks, including remaining in good standing with existing regulatory bodies or receiving any necessary pre-closing or post-closing approvals, as well as being subject to new regulators with oversight over an acquired business; ● assumption of contractual obligations that contain terms that are not beneficial to NewGenIvf, require it to license or waive intellectual property rights or increase its risk for liability; ● failure to further successfully develop the acquired technology; ● liability for activities of the acquired business before the acquisition, including intellectual property infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities; ● potential disruptions to NewGenIvf’s ongoing businesses; and ● unexpected costs and unknown risks and liabilities associated with strategic investments or acquisitions.
Strategic investments or acquisitions will involve risks commonly encountered in business relationships, including: ● difficulties in assimilating and integrating the operations, personnel, systems, data, technologies, products and services of the acquired business; ● inability of the acquired technologies, products or businesses to achieve expected levels of revenue, profitability, productivity or other benefits; ● difficulties in retaining, training, motivating and integrating key personnel; ● diversion of management’s time and resources from NewGenIvf’s normal daily operations; ● difficulties in maintaining uniform standards, controls, procedures and policies within the combined organizations; ● difficulties in retaining relationships with customers, employees and suppliers of the acquired business; ● risks of entering markets in which NewGenIvf have limited or no prior experience; ● regulatory risks, including remaining in good standing with existing regulatory bodies or receiving any necessary pre-closing or post-closing approvals, as well as being subject to new regulators with oversight over an acquired business; ● assumption of contractual obligations that contain terms that are not beneficial to NewGenIvf, require it to license or waive intellectual property rights or increase its risk for liability; ● failure to further successfully develop the acquired technology; ● liability for activities of the acquired business before the acquisition, including intellectual property infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities; ● potential disruptions to NewGenIvf’s ongoing businesses; and ● unexpected costs and unknown risks and liabilities associated with strategic investments or acquisitions. 34 Even if the transaction is consummated, NewGenIvf may only have limited control over the companies in which it only has minority stake, it cannot ensure that these companies will always comply with applicable laws and regulations in their business operations.
On May 24, 2024, the Company received a Deficiency Letter from the Listing Qualifications Department (the “Staff”) of Nasdaq notifying the Company that, for the preceding 35 consecutive business days, the Class A Shares did not meet the minimum market value of listed securities (”MVLS”) requirement for continued listing on Nasdaq pursuant to Nasdaq Listing Rules 5450(b)(2)(A).
On May 24, 2024, the Company received a MVLS Deficiency Letter from the Listing Qualifications Department (the “Staff”) of Nasdaq notifying the Company that, for the preceding 35 consecutive business days, the Class A Shares did not meet the minimum MVLS Requirement for continued listing on Nasdaq pursuant to Nasdaq Listing Rules 5450(b)(2)(A).
A prolonged downturn in the PRC economy generally could materially and adversely affect NewGenIvf’s results of operations. 11 Factors that may adversely affect the economy and conditions in such countries include: ● political instability; ● global economic conditions; ● exchange rate fluctuations and the exchange control policy of the banks; ● a prolonged period of inflation or increase in regional interest rates; ● changes in taxation; ● changes in government policies affecting import and export volumes; ● decline in tourism; ● natural disasters, including tsunamis, earthquakes, fires, floods, drought and similar events; ● a potential recurrence or outbreak of avian influenza, severe acute respiratory syndrome or other infectious or contagious diseases like COVID-19 in Asian countries, and governmental policies to address such outbreak; ● scarcity of credit or other financing, resulting in lower demand for products and services provided by companies in the region; ● increases in oil prices and other commodity prices; ● decreased consumer confidence; ● other external recessions or potential economic downturns in the United States, Asia or other parts of the world; and ● other regulatory, political or economic developments in or affecting the countries including but not limited to tariff policies of the U.S. and EU.
Factors that may adversely affect the economy and conditions in such countries include: ● political instability; ● global economic conditions; ● exchange rate fluctuations and the exchange control policy of the banks; ● a prolonged period of inflation or increase in regional interest rates; ● changes in taxation; ● changes in government policies affecting import and export volumes; ● decline in tourism; ● natural disasters, including tsunamis, earthquakes, fires, floods, drought and similar events; ● a potential recurrence or outbreak of avian influenza, severe acute respiratory syndrome or other infectious or contagious diseases like COVID-19 in Asian countries, and governmental policies to address such outbreak; ● scarcity of credit or other financing, resulting in lower demand for products and services provided by companies in the region; ● increases in oil prices and other commodity prices; ● decreased consumer confidence; ● other external recessions or potential economic downturns in the United States, Asia or other parts of the world; and ● other regulatory, political or economic developments in or affecting the countries.
Factors that may cause fluctuations in NewGenIvf’s interim and annual financial results include: ● NewGenIvf’s ability to attract new customers and maintain relationships with existing customers; ● changes in NewGenIvf’s products and services offered and introduction of new services and products; 6 ● the amount and timing of operating expenses related to marketing and the maintenance and expansion of NewGenIvf’s business, operations and infrastructure; ● general economic, industry and market conditions; and ● the timing of expenses related to the development or acquisition of technologies or businesses.
Factors that may cause fluctuations in NewGenIvf’s interim and annual financial results include: ● NewGenIvf’s ability to attract new customers and maintain relationships with existing customers; ● changes in NewGenIvf’s products and services offered and introduction of new services and products; ● the amount and timing of operating expenses related to marketing and the maintenance and expansion of NewGenIvf’s business, operations and infrastructure; ● changes in the market price of Solana; ● changes in the market situation of the residential property in the United Arab Emirates; ● general economic, industry and market conditions; and ● the timing of expenses related to the development or acquisition of technologies or businesses.
With respect to property leased by First Fertility PGS Center in Thailand, the lessors did not have or provide NewGenIvf with property ownership certificates or other documents evidencing their rights to lease such premises to First Fertility PGS Center.
NewGenIvf leases premises in Thailand, Cambodia and Kyrgyzstan in various locations. With respect to property leased by First Fertility PGS Center in Thailand, the lessors did not have or provide NewGenIvf with property ownership certificates or other documents evidencing their rights to lease such premises to First Fertility PGS Center.
As of the date of this Report, these Class B Ordinary Shares constitute approximately 2.73% of our total issued and outstanding shares and 73.76% of the aggregate voting power of our total issued and outstanding shares due to the disparate voting powers associated with our dual-class share structure.
As of the date of this prospectus, these Class B Ordinary Shares constitute approximately 0.03% of our total issued and outstanding shares and 2.77% of the aggregate voting power of our total issued and outstanding shares due to the disparate voting powers associated with our dual-class share structure.
NewGenIvf expects to make significant investments to fund operations, laboratory upgrades, among other things, which may significantly increase NewGenIvf’s net cash used in operating activities. In addition, NewGenIvf will continue to invest in laboratory and facilities which are fundamental to NewGenIvf’s business operation and future growth.
NewGenIvf expects to make significant investments to fund operations, laboratory upgrades, new strategic investments in Solana and residential property development in United Arab Emirates, among other things, which may significantly increase NewGenIvf’s net cash used in operating activities. In addition, NewGenIvf will continue to invest in laboratory and facilities which are fundamental to NewGenIvf’s business operation and future growth.
The amended share incentive plan is available as Exhibit 4.32. 15 Meanwhile, the retirement or loss of certain specialists, scientific staff or other key personnel, the activities of competitors, the introduction of a competing service that is perceived to be superior to the services provided by NewGenIvf, or other events which impact NewGenIvf’s reputation could adversely affect NewGenIvf’s relationships with fertility specialists.
Meanwhile, the retirement or loss of certain specialists, scientific staff or other key personnel, the activities of competitors, the introduction of a competing service that is perceived to be superior to the services provided by NewGenIvf, or other events which impact NewGenIvf’s reputation could adversely affect NewGenIvf’s relationships with fertility specialists.
Our authorized and issued ordinary shares are divided into Class A Ordinary Shares and Class B Ordinary Shares. Each Class A Ordinary Share is entitled to one (1) vote, while each Class B Ordinary Share is entitled to one hundred (100) votes with all Ordinary Shares voting together as a single class on most matters.
Each Class A Ordinary Share is entitled to one (1) vote, while each Class B Ordinary Share is entitled to one hundred (100) votes with all Ordinary Shares voting together as a single class on most matters.
Notwithstanding the foregoing, if within one year of the Reverse Stock Split, the Company’s Class A Ordinary Shares fall below $1.00 per share for 30 consecutive business days, or if within a two-year period from the Reverse Stock Split, the Company effects one or more reverse stock splits with a cumulative ratio of 250 shares or more to one, then Nasdaq may not provide us with an additional compliance period under its amended Listing Rule 5810(c)(3)(A)(iv) and our common stock could be delisted immediately.
If within one year of the Reverse Stock Splits, the Company’s Class A Ordinary Shares fall below $1.00 per share for 30 consecutive business days, Nasdaq may not provide us with an additional compliance period under its amended Listing Rule 5810(c)(3)(A)(iv) and our common stock could be delisted immediately.
In the event the Company does not regain compliance with the above requirement prior to the expiration of the compliance period, it will receive written notification that its securities are subject to delisting.
In the event the Company does not regain compliance with the above requirement prior to the expiration of the compliance period, it will receive written notification that its securities are subject to delisting. Alternatively, the Company may apply to transfer the Company’s securities to The Nasdaq Capital Market.
The Company requested a hearing to appeal the delisting determination before the Nasdaq Hearings Panel (the “Panel”) on November 27, 2024. On November 29, 2024, the Company received a formal notice from Nasdaq that the Panel will consider its appeal at an oral hearing on January 28, 2025 (the “Hearing”).
On November 29, 2024, the Company received a formal notice from Nasdaq that the Panel will consider its appeal at an oral hearing on January 28, 2025 (the “Hearing”).
In addition, responding to any action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees, which could adversely affect its business, financial condition and results of operations.
In addition, responding to any action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees, which could adversely affect its business, financial condition and results of operations. NewGenIvf’s digital strategy is subject to financial, operational and regulatory risks on investing Solana.
NewGenIvf’s advertisement and announcements, in particular, the messages releasing on the Internet related to medical facilities may subject to the laws and regulations of relevant jurisdictions (and potential prohibition in Cambodia on commercial advertisement of private medical services). 23 For example, in Thailand, NewGenIvf shall apply for and obtain the approval and/ or pre-approval from the relevant authority for the images, and text used in advertisements or announcements which shall be in accordance with the Medical Facility Act B.E. 2541 (1998) (and its amendments) and the Notification of the Department of Health Services Support on Rules, Procedures, Conditions, and Costs of Advertisements or Announcements of Healthcare Facilities B.E. 2562 (2019) (and its amendments) and the Operational Manual for Approval of Advertisements or Announcements relating to Healthcare Facilities.
For example, in Thailand, NewGenIvf shall apply for and obtain the approval and/ or pre-approval from the relevant authority for the images, and text used in advertisements or announcements which shall be in accordance with the Medical Facility Act B.E. 2541 (1998) (and its amendments) and the Notification of the Department of Health Services Support on Rules, Procedures, Conditions, and Costs of Advertisements or Announcements of Healthcare Facilities B.E. 2562 (2019) (and its amendments) and the Operational Manual for Approval of Advertisements or Announcements relating to Healthcare Facilities.
NewGenIvf faces significant competition from other fertility companies and other players in the fertility market. Some of NewGenIvf’s competitors are more established, have a longer operating history and a larger client base, benefit from greater brand recognition and have substantially greater financial, technical and marketing resources than NewGenIvf does.
Some of NewGenIvf’s competitors are more established, have a longer operating history and a larger client base, benefit from greater brand recognition and have substantially greater financial, technical and marketing resources than NewGenIvf does.
To date, NewGenIvf has derived a substantial majority of its revenue from sales of its fertility services. As NewGenIvf operates in an evolving industry, its long-term results of operations and continued growth will depend on its ability to successfully develop and market new successful solutions and services to its clients.
As NewGenIvf operates in an evolving industry, its long-term results of operations and continued growth will depend on its ability to successfully develop and market new successful solutions and services to its clients.
In addition, the medical facilities in NewGenIvf’s network may be exposed to reputational damages or even liabilities for defective goods provided by the suppliers or negative publicity associated with any suppliers, and the business and results of operations of the medical facilities in NewGenIvf’s network and NewGenIvf could suffer as a result.
In addition, the medical facilities in NewGenIvf’s network may be exposed to reputational damages or even liabilities for defective goods provided by the suppliers or negative publicity associated with any suppliers, and the business and results of operations of the medical facilities in NewGenIvf’s network and NewGenIvf could suffer as a result. 23 Independent sub-contractors and/or agents that work with NewGenIvf are also subject to extensive laws, rules, and regulations.
Given its limited number of long-term clients, the loss or dissatisfaction of any client could substantially harm its brand and reputation, inhibit the market adoption of its offering and impair its ability to attract new clients and maintain existing clients.
Given its limited number of long-term clients, the loss or dissatisfaction of any client could substantially harm its brand and reputation, inhibit the market adoption of its offering and impair its ability to attract new clients and maintain existing clients. Any of these consequences could have an adverse effect on its business, financial condition and results of operations.
Any of these consequences could have an adverse effect on its business, financial condition and results of operations. 2 As a public reporting company, we are subject to 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.
As a public reporting company, we are subject to 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 NewGenIvf is unable to effectively address these challenges, its ability to execute acquisitions as a component of its long-term strategy will be impaired, which could have an adverse effect on its growth.
If NewGenIvf is unable to effectively address these challenges, its ability to execute acquisitions as a component of its long-term strategy will be impaired, which could have an adverse effect on its growth. As a result of the above, NewGenIvf’s strategies may not be successfully implemented beyond the current markets.
As a result, its businesses and operations are subject to the changing economic conditions prevailing from time to time in such countries. Since 2020, Thailand’s economy has been experiencing a slowdown.
As a result, its businesses and operations are subject to the changing economic conditions prevailing from time to time in such countries.
Additionally, our failure to file our past periodic reports and future periodic reports has resulted in and could result in investors not receiving adequate information regarding us with which to make investment decisions. As a result, investors may not have access to current or timely financial information about our business.
Additionally, our failure to file our past periodic reports and future periodic reports has resulted in and could result in investors not receiving adequate information regarding us with which to make investment decisions.
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.
The consequences for NewGenIvf of the development of new technologies could include lower or loss of revenues, loss of market position and reduced prospects of NewGenIvf. 20 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.
NewGenIvf also derives a substantial portion of its revenue from Chinese clients and as such, its maintenance of PRC-sourced revenues and access to new and existing clients from the PRC are also subject to the economic conditions of China.
Beginning with clashes in July and escalating into full-scale warfare in December. 17 NewGenIvf also derives a substantial portion of its revenue from Chinese clients and as such, its maintenance of PRC-sourced revenues and access to new and existing clients from the PRC are also subject to the economic conditions of China.
The future performance of NewGenIvf’s business will depend in large part on its ability to design and implement market appropriate strategic initiatives, some of which will occur over several years in a dynamic industry. If these initiatives of NewGenIvf do not result in met objectives, NewGenIvf’s results of operations could be adversely affected.
The future performance of NewGenIvf’s business will depend in large part on its ability to design and implement market appropriate strategic initiatives, some of which will occur over several years in a dynamic industry.
The failure to maintain its selective network of high-quality fertility specialists or the failure of those specialists to meet and exceed its clients’ expectation, may result in a loss of or inability to grow or maintain its client base, which could adversely affect its business, financial condition and results of operations.
The failure to maintain its selective network of high-quality fertility specialists or the failure of those specialists to meet and exceed its clients’ expectation, may result in a loss of or inability to grow or maintain its client base, which could adversely affect its business, financial condition and results of operations. 22 The medical facilities and professionals in NewGenIvf’s network could become the subject of litigation, allegations and other claims, and NewGenIvf is not insured against these liabilities.
Additionally, if NewGenIvf chooses to insource any of the services currently handled by a third party, it may result in technological or operational disruptions. 14 In addition, despite the implementation of security measures, its internal computer systems, and those of its provider clinics, specialty pharmacies or other downstream vendors, are potentially vulnerable to damage from malicious intrusion, malware, computer viruses, unauthorized access, natural disasters, terrorism, war and telecommunication and electrical failures.
In addition, despite the implementation of security measures, its internal computer systems, and those of its provider clinics, specialty pharmacies or other downstream vendors, are potentially vulnerable to damage from malicious intrusion, malware, computer viruses, unauthorized access, natural disasters, terrorism, war and telecommunication and electrical failures.
NewGenIvf is currently not a party to any material legal or administrative proceedings but may subject to legal or administrative actions for defamation, negligence, copyright and trademark infringement, unfair competition, breach of service terms, or other purported injuries resulting from the content NewGenIvf provides or the nature of NewGenIvf’s services.
If NewGenIvf fails to successfully defend such claims against itself, NewGenIvf may be exposed to liabilities which could have a material adverse effect on its business. 24 NewGenIvf is currently not a party to any material legal or administrative proceedings but may subject to legal or administrative actions for defamation, negligence, copyright and trademark infringement, unfair competition, breach of service terms, or other purported injuries resulting from the content NewGenIvf provides or the nature of NewGenIvf’s services.
We are unable to predict the effect that such sales may have on the prevailing market price of our Class A Ordinary Shares. Our dual-class voting structure may limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A Ordinary Shares may view as beneficial.
Our dual-class voting structure may limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A Ordinary Shares may view as beneficial. Our authorized and issued ordinary shares are divided into Class A Ordinary Shares and Class B Ordinary Shares.
Substantially all of NewGenIvf’s assets and operations are located in Thailand, Cambodia and Kyrgyzstan and they are subject to economic, legal and regulatory uncertainties in such countries. Substantially all of NewGenIvf’s operations and assets are based in Thailand, Cambodia and Kyrgyzstan.
Substantially all of NewGenIvf’s assets and operations are located in U.S., United Arabs of Emirates, Thailand, Cambodia and Kyrgyzstan while Chinese clients contributing significant source of revenue and they are subject to economic, legal and regulatory uncertainties in such countries. Substantially all of NewGenIvf’s operations and assets are based in Thailand, Cambodia and Kyrgyzstan.
NewGenIvf enters into independent contractor agreements with such physicians and medical professionals and treats such patients as NewGenIvf’s own patients. As such, NewGenIvf will have to bear any liabilities arising from their medical treatments and/or procedures conducted in NewGenIvf’s facilities.
As such, NewGenIvf will have to bear any liabilities arising from their medical treatments and/or procedures conducted in NewGenIvf’s facilities.
In addition, NewGenIvf expects to continue to expend substantial financial and other resources on: ● sales and marketing; ● technology infrastructure, including systems architecture, scalability, availability, performance and security; and ● general administration, including increased legal and accounting expenses associated with being a public company. These investments may not result in increased revenue growth in its business.
NewGenIvf’s shareholders should not rely on its revenue for any prior quarterly or annual periods as any indication of its future revenue or revenue growth. 11 In addition, NewGenIvf expects to continue to expend substantial financial and other resources on: ● sales and marketing; ● technology infrastructure, including systems architecture, scalability, availability, performance and security; and ● general administration, including increased legal and accounting expenses associated with being a public company.
Further, to the extent that NewGenIvf is unsuccessful in hiring, training and retaining adequate PNs and client account management personnel, its ability to provide adequate and timely support to its clients would be negatively impacted, and its clients’ satisfaction with its solutions and services would be adversely affected.
Further, to the extent that NewGenIvf is unsuccessful in hiring, training and retaining adequate PNs and client account management personnel, its ability to provide adequate and timely support to its clients would be negatively impacted, and its clients’ satisfaction with its solutions and services would be adversely affected. 10 NewGenIvf’s 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.
The Company is always closely monitoring the market for opportunities and has also been carrying out various fundraising projects to improve the Company’s cash flow position.
The Company is always closely monitoring the market for opportunities and has also been carrying out various fundraising projects to improve the Company’s cash flow position. As of March 30, 2026, convertible promissory notes of $5,266,000 remain outstanding.
Any dispute with its patients and/or their families or the medical professionals, including those from outside its network, or any legal proceeding involving the physicians of the medical facilities or medical professionals, including those from outside its network, regardless of its merit or eventual outcome, could result in significant legal costs and reputational damage to the medical facilities and materially and adversely affect the business, financial condition and results of operations of the medical facilities in its network, and further affect its business, financial condition and results of operations. 16 The assisted reproductive medical facilities in NewGenIvf’s network have limited control over the quality of the pharmaceuticals, medical equipment, medical consumables and other supplies used in its operations, and cannot guarantee that the products in use are not defective or counterfeit.
Any dispute with its patients and/or their families or the medical professionals, including those from outside its network, or any legal proceeding involving the physicians of the medical facilities or medical professionals, including those from outside its network, regardless of its merit or eventual outcome, could result in significant legal costs and reputational damage to the medical facilities and materially and adversely affect the business, financial condition and results of operations of the medical facilities in its network, and further affect its business, financial condition and results of operations.
Moreover, NewGenIvf may be subject to claims by third parties who maintain that NewGenIvf’s service providers’ technology infringes third-party’s intellectual property rights.
NewGenIvf may be subject to claims and allegations relating to intellectual property and other causes. NewGenIvf may from time to time receive claims that NewGenIvf infringes on the intellectual property rights of others. Moreover, NewGenIvf may be subject to claims by third parties who maintain that NewGenIvf’s service providers’ technology infringes third-party’s intellectual property rights.
The adoption of new or revised accounting principles may require it to make changes to its systems, processes and control, which could have a significant effect on its reported financial results, cause unexpected financial reporting fluctuations, retroactively affect previously reported results or require it to make costly changes to its operational processes and accounting systems upon or following the adoption of these standards.
The adoption of new or revised accounting principles may require it to make changes to its systems, processes and control, which could have a significant effect on its reported financial results, cause unexpected financial reporting fluctuations, retroactively affect previously reported results or require it to make costly changes to its operational processes and accounting systems upon or following the adoption of these standards. 35 NewGenIvf is subject to anti-corruption, anti-bribery, anti-money laundering, and similar laws, and non-compliance with such laws can subject it to criminal or civil liability and harm its business, financial condition and results of operations.
If NewGenIvf cannot obtain sufficient capital on acceptable terms to meet its capital needs, NewGenIvf may not be able to execute its growth strategies, and NewGenIvf’s business, financial condition, and prospects may be materially and adversely affected.
If NewGenIvf cannot obtain sufficient capital on acceptable terms to meet its capital needs, NewGenIvf may not be able to execute its growth strategies, and NewGenIvf’s business, financial condition, and prospects may be materially and adversely affected. NewGenIvf’s proposed Solana digital assets purchase arrangement with White Lion is novel and subject to extreme volatility and regulatory scrutiny.
Further, a second clinic has been set up in a separate location which will mitigate the risk of interruptions to operations 13 NewGenIvf currently has no insurance coverage for its operations. The assisted reproductive medical facilities in NewGenIvf’s network are exposed to potential liabilities that are inherent to the provision of services.
NewGenIvf currently has no insurance coverage for its operations. The assisted reproductive medical facilities in NewGenIvf’s network are exposed to potential liabilities that are inherent to the provision of services.
The amended share incentive plan is available as Exhibit 4.21. 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.
As a result, NewGenIvf’s expenses associated with share-based compensation may increase, which may have an adverse effect on NewGenIvf’s results of operations. The amended share incentive plan is available as Exhibit 4.32. 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.
In addition, NewgenIvf’s clients may engage Newgen’s sub-contractors and/or agents for ongoing services or additional services following the termination of contracts with NewGenIvf. NewGenIvf has no control over the services provided by sub-contractors and cannot assure the quality of such services or ensure compliance with applicable laws, rules and regulations.
NewGenIvf has no control over the services provided by sub-contractors and cannot assure the quality of such services or ensure compliance with applicable laws, rules and regulations.
NewGenIvf also has no control over independent sub-contractors and cannot guarantee the services thereof. The assisted reproductive medical facilities in NewGenIvf’s network procure a variety of pharmaceuticals, medical equipment, consumables and other supplies in NewGenIvf’s operations from third-party suppliers.
The assisted reproductive medical facilities in NewGenIvf’s network procure a variety of pharmaceuticals, medical equipment, consumables and other supplies in NewGenIvf’s operations from third-party suppliers.
Such laws and regulations mainly relate to (i) the licensing of local and foreign medical professionals, nursing professionals, medical technology professionals, pharmaceutical professions and other applicable licensing; (ii) the licensing, registration, and accreditation of medical facilities, laboratories, including but not limited to the licensing, registration, and accreditation of persons performing related activities; (iii) the privacy and security of confidential patient medical records; (iv) the corporate practice of medicine; (v) healthcare fraud and abuse laws; (vi) the donation and transplantation of human cells, tissues and organs; (vii) potential prohibition on surrogacy or providing intermediary assistance in surrogacy; and (viii) licensing and approval of the accommodation provided as parts of the services.
Such laws and regulations mainly relate to (i) the licensing of local and foreign medical professionals, nursing professionals, medical technology professionals, pharmaceutical professions and other applicable licensing; (ii) the licensing, registration, and accreditation of medical facilities, laboratories, including but not limited to the licensing, registration, and accreditation of persons performing related activities; (iii) the privacy and security of confidential patient medical records; (iv) the corporate practice of medicine; (v) healthcare fraud and abuse laws; (vi) the donation and transplantation of human cells, tissues and organs; (vii) potential prohibition on surrogacy or providing intermediary assistance in surrogacy; and (viii) licensing and approval of the accommodation provided as parts of the services. 25 NewGenIvf has attempted to structure its operations to comply with laws, regulations and other requirements applicable to it directly and to its clients and vendors, but there can be no assurance that its operations will not be challenged or impacted by regulatory authorities or enforcement initiatives, or that the relevant authorities in each jurisdiction could impose higher standards or requirements, which NewGenIvf may have difficulty to adhere to, e.g.
Siu, Wing Fung Alfred and the other directors and officers of NewGenIvf and its subsidiaries would be able to keep operating the group’s and First Fertility PGS Center’s activities with limited disruptions.
Siu, Wing Fung Alfred and the other directors and officers of NewGenIvf and its subsidiaries would be able to keep operating the group’s and First Fertility PGS Center’s activities with limited disruptions. Further, a second clinic has been set up in a separate location which will mitigate the risk of interruptions to operations.
The effect of the reverse stock split was to consolidate every 20 issued and unissued shares into one share.
On February 11, 2025, the Company carried out a 1-for-20 reverse stock split of its issued and unissued shares. The effect of the reverse stock split was to consolidate every 20 issued and unissued share into one share.
As a result of the above, NewGenIvf’s strategies may not be successfully implemented beyond the current markets. 26 Any investment might not achieve the synergies, operational or financial benefits it expects and may adversely impact NewGenIvf’s operating results.
Any investment might not achieve the synergies, operational or financial benefits it expects and may adversely impact NewGenIvf’s operating results.
Alternatively, the Company may apply to transfer the Company’s securities to The Nasdaq Capital Market. 3 On November 21, 2024, the Company received a notice from the Staff of Nasdaq notifying the Company that its securities are subject to delisting due to the MVPHS Deficiency and MLVS Deficiency.
On November 21, 2024, the Company received a notice from the Staff of Nasdaq notifying the Company that its securities are subject to delisting due to the MVPHS Deficiency and MLVS Deficiency. The Company requested a hearing to appeal the delisting determination before the Nasdaq Hearings Panel (the “Panel”) on November 27, 2024.
In addition, if the assumptions that NewGenIvf uses to plan its business are incorrect or change in reaction to changes in its market, it may be difficult for it to maintain profitability. NewGenIvf’s shareholders should not rely on its revenue for any prior quarterly or annual periods as any indication of its future revenue or revenue growth.
In addition, if the assumptions that NewGenIvf uses to plan its business are incorrect or change in reaction to changes in its market, it may be difficult for it to maintain profitability.
On March 10, 2025, the Company received a confirmation letter from Nasdaq confirming that it has demonstrated compliance with all of Nasdaq’s listing requirements, as required in the Panel’s decision letter dated February 19, 2025.
On March 10, 2025, the Company received a confirmation letter from Nasdaq confirming that it has demonstrated compliance with all of Nasdaq’s listing requirements, as required in the Panel’s decision letter dated February 19, 2025. 9 If we are unable to achieve and maintain compliance with such listing standards or other Nasdaq listing requirements in the future, our Class A Ordinary Shares could be delisted from Nasdaq.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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PGD is the practice of evaluating embryos for specific genetic abnormalities, such as sickle cell disease or cystic fibrosis, where carrier status has been documented in each of the parents. By using this technique, physicians are able to check the genes or chromosomes for a specific genetic condition.
PGD is the practice of evaluating embryos for specific genetic abnormalities, such as sickle cell disease or cystic fibrosis, where carrier status has been documented in each of the parents. By using this technique, physicians are able to check the genes or chromosomes for a specific genetic condition.
PGS has improved clinical outcomes for NewGenIvf by achieving a higher implantation rate of 70.9% and reducing miscarriage rates by 26.6%. ● Next-Generation Sequencing (“NGS”) : NGS is a high-throughput technology for determining the sequence of deoxyribonucleic acid (“DNA”) or ribonucleic acid (“RNA”) to study genetic variation associated with diseases or other biological phenomena.
PGS has improved clinical outcomes for NewGenIvf by achieving a higher implantation rate of 70.9% and reducing miscarriage rates by 26.6%. 40 ● Next-Generation Sequencing (“NGS”) : NGS is a high-throughput technology for determining the sequence of deoxyribonucleic acid (“DNA”) or ribonucleic acid (“RNA”) to study genetic variation associated with diseases or other biological phenomena.
Furthermore, NewGenIvf seeks to actively deploy the technology that it possesses to expand the services it provides. NewGenIvf has accumulated experience in treating patients over 40 years old with premature ovarian failure and patients who have had recurrent ARS implementation failure, by, for the example, injecting platelet rich plasma into the ovaries to stimulate and support growth of the follicles.
Furthermore, NewGenIvf seeks to actively deploy the technology that it possesses to expand the services it provides. 42 NewGenIvf has accumulated experience in treating patients over 40 years old with premature ovarian failure and patients who have had recurrent ARS implementation failure, by, for the example, injecting platelet rich plasma into the ovaries to stimulate and support growth of the follicles.
The physician will then design treatment plans based on the client’s medical history and results of the tests. If the client is satisfied with treatment plan and the test results are acceptable to the physician, the physician will prescribe medications and start stimulation treatment. 35 The first step of the cycle is to boost egg production through injecting synthetic hormones.
The physician will then design treatment plans based on the client’s medical history and results of the tests. If the client is satisfied with treatment plan and the test results are acceptable to the physician, the physician will prescribe medications and start stimulation treatment. The first step of the cycle is to boost egg production through injecting synthetic hormones.
In addition to significant customers using NewGenIvf’s IVF treatment services and surrogacy and ancillary caring services, NewGenIvf also has customers who utilize the access to the freezing and storage facility and other relatively insignificant services, such as check-ups services, blood test services and other minor services (the latter category of customers are referred to as “consultation customers”).
In addition to significant customers using NewGenIvf’s IVF treatment services and ancillary caring services, NewGenIvf also has customers who utilize the access to the freezing and storage facility and other relatively insignificant services, such as check-ups services, blood test services and other minor services (the latter category of customers are referred to as “consultation customers”).
NewGenIvf plans to collaborate with potential corporate clients to develop customized fertility benefit programs that cater to their specific needs, and to provide comprehensive support and counselling throughout the process. Meanwhile, NewGenIvf also intends to attract more clients by establishing its “home country gynecologist partnership program”.
NewGenIvf plans to collaborate with potential corporate clients to develop customized fertility benefit programs that cater to their specific needs, and to provide comprehensive support and counselling throughout the process. 43 Meanwhile, NewGenIvf also intends to attract more clients by establishing its “home country gynecologist partnership program”.
Competition NewGenIvf believes that it is a long-standing provider of ARS in Asia Pacific that competes primarily based on the following competitive factors: ● the value and comprehensiveness of the solutions; ● treatment that is effective and achieves desired outcomes; ● clients’ experience, including dedicated patient education, clinical guidance and emotional support; and ● access to a network of high-quality fertility specialists. 43 NewGenIvf competes primarily with other regional fertility service providers.
Competition NewGenIvf believes that it is a long-standing provider of ARS in Asia Pacific that competes primarily based on the following competitive factors: ● the value and comprehensiveness of the solutions; ● treatment that is effective and achieves desired outcomes; ● clients’ experience, including dedicated patient education, clinical guidance and emotional support; and ● access to a network of high-quality fertility specialists. 51 NewGenIvf competes primarily with other regional fertility service providers.
NewGenIvf also intends to develop clinically practiced interior design concepts for its medical facilities, including improved service rooms, consultation rooms, reception areas, nutrition food areas, and traditional Chinese medicine (such as acupuncture) facilities. Increase Brand Awareness and Market Share NewGenIvf intends to maintain and strengthen its brand awareness and market share in Asia Pacific.
NewGenIvf also intends to develop clinically customised interior design concepts for its medical facilities, including improved service rooms, consultation rooms, reception areas, nutrition food areas, and traditional Chinese medicine (such as acupuncture) facilities. Increase Brand Awareness and Market Share NewGenIvf intends to maintain and strengthen its brand awareness and market share in Asia Pacific.
Most of NewGenIvf’s physicians had over 10 years of experience or above. The following table summarizes the number and types of such licensed physicians as of December 31, 2024. Country Licensed physician Licenses and Approvals Effective Period Issuing Authority Cambodia Mr.
Most of NewGenIvf’s physicians had over 10 years of experience or above. The following table summarizes the number and types of such licensed physicians as of December 31, 2025. Country Licensed physician Licenses and Approvals Effective Period Issuing Authority Cambodia Mr.
Number & numero; CO170001836 Medical Certificate June 23. 2017 - Indefinite Medical Council of Kyrgyzstan Number №0002953 Medical Practitioner 25 April 2018 - Indefinite Medical Council of Kyrgyzstan Number №11373\2565 Medical Certificate 16 August 2024 - Indefinite Medical Council of Kyrgyzstan Number №0003447 Medical Certificate 12 April 2023 - Indefinite Medical Council of Kyrgyzstan 42 Customers For the years ended December 31, 2024 and 2023, the majority of NewGenIvf’s clients were from China (including mainland China and Hong Kong).
Number & numero; CO170001836 Medical Certificate June 23. 2017 - Indefinite Medical Council of Kyrgyzstan Number №0002953 Medical Practitioner 25 April 2018 - Indefinite Medical Council of Kyrgyzstan Number №11373\2565 Medical Certificate 16 August 2024 - Indefinite Medical Council of Kyrgyzstan Number №0003447 Medical Certificate 12 April 2023 - Indefinite Medical Council of Kyrgyzstan 50 Customers For the years ended December 31, 2024 and 2025, the majority of NewGenIvf’s clients were from China (including mainland China and Hong Kong).
On April 3, 2024, the Business Combination was consummated with the Company as the surviving entity. B. Business Overview With a focus on providing fertility treatments to fulfil the dreams of building families, NewGenIvf mainly offers two services, namely: (i) in vitro fertilization (“IVF”) treatment service, comprising traditional IVF and egg donation; and (ii) surrogacy and ancillary caring services.
On April 3, 2024, the Business Combination was consummated with the Company as the surviving entity. B. Business Overview With a focus on providing fertility treatments to fulfil the dreams of building families, NewGenIvf mainly offers two services, namely: (i) in vitro fertilization (“IVF”) treatment service, comprising traditional IVF and egg donation; and (ii) fertility referral services.
In Thailand, the Company operates a clinic named First Fertility PGS Center Co., Ltd., which premises have an aggregate area of 14,750 square feet. The Company also leases premises located in Thailand for its anticipated Erawan Consultation Clinic clinic, with an aggregate area of approximately 2,500 square feet.
In Thailand, the Company operates a clinic named First Fertility PGS Center Co., Ltd., which premises have an aggregate area of 14,750 square feet. The Company also leases premises located in Thailand for its Erawan Consultation Clinic clinic, with an aggregate area of approximately 2,615 square feet.
As NewGenIvf may introduce new ancillary services and other companies may introduce similar fertility services as NewGenIvf’s, NewGenIvf may become subject to additional competition. Facilities As of December 31, 2024, in addition to its clinics, NewGenIvf leased one property in Hong Kong with an aggregate square footage of approximately 8,000 for its administration support offices.
As NewGenIvf may introduce new ancillary services and other companies may introduce similar fertility services as NewGenIvf’s, NewGenIvf may become subject to additional competition. Facilities As of December 31, 2025, in addition to its clinics, NewGenIvf leased one property in Hong Kong with an aggregate square footage of approximately 8,000 for its accounting and office administration support offices.
Phnom Penh Center operates under a license issued by Cambodia MOH for the Cambodian physician, who has entered into an agreement with Phnom Penh Center for the exclusive use of such license. After eight years of development since its opening in 2015, Phnom Penh Center has become one of the long-standing ARS providers in Cambodia.
Phnom Penh Center operates under a license issued by Cambodia MOH for the Cambodian physician, who has entered into an agreement with Phnom Penh Center for the exclusive use of such license. After more than ten years of development since its opening in 2015, Phnom Penh Center has become one of the long-standing ARS providers in Cambodia.
As of December 31, 2024, Phnom Penh Center’s IVF philosophy concentrates on three key points in the treatment process: the mother’s wellbeing, the technology used to assist mothers deliver a strong and healthy baby and the medical science used to ensure every chance of success for women in various age spectrums.
Phnom Penh Center’s IVF philosophy concentrates on three key points in the treatment process: the mother’s wellbeing, the technology used to assist mothers deliver a strong and healthy baby and the medical science used to ensure every chance of success for women in various age spectrums.
Competitive Strengths NewGenIvf believes that the following competitive strengths have positioned it to meet growing opportunities in the fertility market across Asia-Pacific, and have differentiated it from its competitors: Broad-range Assisted Reproductive Service (“ARS”) Provider Offering Comprehensive Fertility Treatment Services With almost a decade of experience in the fertility market, NewGenIvf has built a reputation in the IVF industry in Asia-Pacific.
Competitive Strengths NewGenIvf believes that the following competitive strengths have positioned it to meet growing opportunities in the fertility market across Asia-Pacific, and have differentiated it from its competitors: Broad-range ARS Provider Offering Comprehensive Fertility Treatment Services With almost a decade of experience in the fertility market, NewGenIvf has built a reputation in the IVF industry in Asia-Pacific.
Business Model With a focus on providing fertility treatments to fulfil couples and individuals’ dreams of raising children, NewGenIvf offers mainly two services, namely: (i) IVF treatment service, comprising traditional IVF and egg donation; and (ii) surrogacy and ancillary caring services.
Business Model With a focus on providing fertility treatments to fulfil couples and individuals’ dreams of raising children, NewGenIvf offers mainly two services, namely: (i) IVF treatment service, comprising traditional IVF and egg donation; and (ii) fertility referral services.
Pursuant to a Purchase Agreement dated January 21, 2025 between NewGenIvf and GIVF (“Purchase Agreement”), NewGenIvf purchased all of the Assets (as defined in the Purchase Agreement) and IP Licenses (as defined in the Purchase Agreement) relating to the MicroSort technology (as described below from GIVF for a cash consideration of $750,000 and a share consideration of 125,000 Class A Ordinary Shares (“MicroSort Acquisition”).
Pursuant to a Purchase Agreement dated January 21, 2025 between NewGenIvf and GIVF (“Purchase Agreement”), NewGenIvf purchased all of the Assets (as defined in the Purchase Agreement) and IP Licenses (as defined in the Purchase Agreement) relating to the MicroSort technology (as described below from GIVF for a cash consideration of $750,000 and a share consideration of 125,000 Class A Ordinary Shares (equivalent to 42 Class A Ordinary Shares post Sixth Reverse Stock Split) (“MicroSort Acquisition”).
As of December 31, 2024, Bi Clinic had 1 full-time physician, 1 embryologist, 1 nurse, and 6 other staff. 41 Professionals Licensed Physicians As of December 31, 2024, NewGenIvf employed 5 licensed physicians, among which one was based in Cambodia, one was based in Kyrgyzstan and the other three were based in Thailand.
As of December 31, 2025, Bi Clinic had 1 full-time physician, 1 embryologist, 1 nurse, and 7 other staff. Professionals Licensed Physicians As of December 31, 2025, NewGenIvf employed five licensed physicians, among which one was based in Cambodia, one was based in Kyrgyzstan and the other three were based in Thailand.
MicroSort technology aims to separate male sperm cells based on which gender chromosome they contain, which results in separated semen samples that contain a higher percentage of sperm cells that carry the same gender chromosome.
MicroSort technology is a form of pre-conception gender selection technology for humans. MicroSort technology aims to separate male sperm cells based on which gender chromosome they contain, which results in separated semen samples that contain a higher percentage of sperm cells that carry the same gender chromosome.
Phnom Penh Center is staffed with 4 Cambodian physician, 2 embryologists, 6 nurses and 13 other staff, and offers similar IVF treatments as in Thailand and egg donation services.
Phnom Penh Center is staffed with 3 Cambodian physician, 2 embryologists, 8 nurses and 12 other staff, and offers similar IVF treatments as in Thailand and egg donation services.
The surviving entity of the Business Combination, together with its subsidiaries is referred to in this prospectus as “NewGenIvf,” the “Company,” “we,” “our,” or “us,” unless the context otherwise requires. 28 On June 12, 2023, the parties to the Merger Agreement entered into the First Amendment to Merger Agreement (the “First Amendment”), pursuant to which Legacy NewGenIvf agreed to provide non-interest bearing loans in an aggregate principal amount of up to $560,000 (the “Loan”) to ASCA to fund any amount that would be required in order to further extend the period of time available for ASCA to consummate a business combination and for ASCA’s working capital, payment of professional, administrative and operational fees and expenses, and other purposes as mutually agreed by ASCA and Legacy NewGenIvf.
On June 12, 2023, the parties to the Merger Agreement entered into the First Amendment to Merger Agreement (the “First Amendment”), pursuant to which Legacy NewGenIvf agreed to provide non-interest bearing loans in an aggregate principal amount of up to $560,000 (the “Loan”) to ASCA to fund any amount that would be required in order to further extend the period of time available for ASCA to consummate a business combination and for ASCA’s working capital, payment of professional, administrative and operational fees and expenses, and other purposes as mutually agreed by ASCA and Legacy NewGenIvf.
The Company operates the Bi Clinic Limited Liability Company starting from December 17, 2024 in Kyrgyzstan, which premises have an aggregate area of 2,100 square feet. In Cambodia, the Company operates the First Fertility Phnom Penh Center, which premises have an aggregate area of 18,567 square feet.
The Company also leases several premises to operate its clinics in various countries. The Company operates the Bi Clinic Limited Liability Company starting from December 17, 2024 in Kyrgyzstan, which premises have an aggregate area of 2,164 square feet. In Cambodia, the Company operates the First Fertility Phnom Penh Center, which premises have an aggregate area of 18,567 square feet.
When patients are initially admitted or would like to seek additional medical services later on, they are assigned to one of the optimal medical teams, which NewGenIvf believes is better suited after taking into account the patient’s diagnosis and preferences. NewGenIvf believes that this model allows each team to improve its efficiency and arrange suitable physicians for patients.
When patients are initially admitted or would like to seek additional medical services later on, they are assigned to one of the optimal medical teams, which NewGenIvf believes is better suited after taking into account the patient’s diagnosis and preferences.
Since then, NewGenIvf has attracted clients from countries throughout Asia-Pacific, including Mainland China, Hong Kong, India, Thailand, Australia and Taiwan. 31 NewGenIvf benefits from the favourable geographic locations of its clinics, especially its clinic in Thailand.
The founders of NewGenIvf started to operate their own clinic in Thailand in 2014 and subsequently added clinics in Cambodia and Kyrgyzstan. Since then, NewGenIvf has attracted clients from countries throughout Asia-Pacific, including Mainland China, Hong Kong, India, Thailand, Australia and Taiwan. NewGenIvf benefits from the favourable geographic locations of its clinics, especially its clinic in Thailand.
The flow chart below shows the stages involved in a typical IVF treatment process: At the pre-IVF treatment stage, clients attend an initial consultation, undergo pre-IVF tests, and undergo treatment for gynaecological and andrological diseases, if needed.
During the IVF treatment process, NewGenIvf also provides support services such as nutrition guidance and psychological counselling. The flow chart below shows the stages involved in a typical IVF treatment process: At the pre-IVF treatment stage, clients attend an initial consultation, undergo pre-IVF tests, and undergo treatment for gynaecological and andrological diseases, if needed.
On December 6, 2023, the parties to the Merger Agreement entered into the Second Amendment to the Merger Agreement (the “Second Amendment”) which amended and modified the Merger Agreement to, among other things, (i) reduce the size of NewGenIvf’s board of directors following the consummation of the Business Combination to five (5) directors, two (2) of whom would be executive directors designated by NewGenIvf and three (3) of whom will be designated by NewGenIvf to serve as independent directors in accordance with Nasdaq requirements, (ii) provide for the conversion of NewGenIvf shares issued by NewGenIvf following the original date of the Merger Agreement into Class A Ordinary Shares in connection with the Acquisition Merger, and (iii) remove the condition that ASCA have in excess of $5,000,000 in net tangible assets immediately after the consummation of the Business Combination.
In addition, pursuant to the First Amendment, subject to receipt of at least $140,000 as part of the Loan from NewGenIvf, ASCA agreed to waive its termination rights and the right to receive any break-up fee due to Legacy NewGenIvf’s failure to deliver audited financial statements by no later than February 28, 2023. 38 On December 6, 2023, the parties to the Merger Agreement entered into the Second Amendment to the Merger Agreement (the “Second Amendment”) which amended and modified the Merger Agreement to, among other things, (i) reduce the size of NewGenIvf’s board of directors following the consummation of the Business Combination to five (5) directors, two (2) of whom would be executive directors designated by NewGenIvf and three (3) of whom will be designated by NewGenIvf to serve as independent directors in accordance with Nasdaq requirements, (ii) provide for the conversion of NewGenIvf shares issued by NewGenIvf following the original date of the Merger Agreement into Class A Ordinary Shares in connection with the Acquisition Merger, and (iii) remove the condition that ASCA have in excess of $5,000,000 in net tangible assets immediately after the consummation of the Business Combination.
Set out below is an illustration of the locations of NewGenIvf’s clinics and marketing and sales office: The following table sets forth the approximate aggregate average gross floor area (“ G.F.A. ”) of each of NewGenIvf’s clinics that were under lease and actively used for client service as of December 31, 2024: As of December 31, 2024 (Square Feet) Thailand First Fertility PGS Center Co., Ltd. – PS Tower (“ First Fertility PGS Center ”) 14,750 First Fertility PGS Center Co., Ltd – Erawan Hotel (“First Fertility PGS Center” – Not Yet Open ) 2,615 Cambodia First Fertility Phnom Penh Center (“ Phnom Penh Center ”) 18,567 Kyrgyzstan Bi Clinic Limited Liability Company (“Bi Clinic”) 2,164 Aggregate G.F.A 38,096 39 To increase the scale of NewGenIvf’s operations, NewGenIvf expanded its Thailand fertility services by leasing a new property for its second clinic Erawan Consultation Clinic in May 2023.
Set out below is an illustration of the locations of NewGenIvf’s clinics and accounting/general administrative office: The following table sets forth the approximate aggregate average gross floor area (“ G.F.A. ”) of each of NewGenIvf’s clinics that were under lease and actively used for client service as of December 31, 2025: As of December 31, 2025 (Square Feet) Thailand First Fertility PGS Center Co., Ltd. – PS Tower (“ First Fertility PGS Center ”) 14,750 First Fertility PGS Center Co., Ltd – Erawan Hotel (“First Fertility PGS Center”) 2,615 Cambodia First Fertility Phnom Penh Center (“ Phnom Penh Center ”) 18,567 Kyrgyzstan Bi Clinic Limited Liability Company (“Bi Clinic”) 2,164 Aggregate G.F.A 38,096 48 Currently, IVF treatments are performed in its Thailand and Cambodia clinics, egg donation services are provided in its Cambodia clinic, and fertility referral services are provided in its Kyrgyzstan clinic.
NewGenIvf’s two lab supervisors, Ms. Anussara Phinyong, and Ms. Araya Boonchaisitthipong, each had over eight years of experience in the embryologist field. These individuals have extensive experience in managing assisted reproductive medical facilities. NewGenIvf is also led by other members of the professional management team, who are intimately involved in the operational and financial management of NewGenIvf’s Group.
These individuals have extensive experience in managing assisted reproductive medical facilities. NewGenIvf is also led by other members of the professional management team, who are intimately involved in the operational and financial management of NewGenIvf’s Group.
Furthermore, NewGenIvf also provides related value-added services such as nutrition guidance, psychological counselling, acupuncture, and translation interpreters to supplement the IVF treatment.
Furthermore, NewGenIvf also provides related value-added services such as nutrition guidance, psychological counselling, acupuncture, and translation interpreters to supplement the IVF treatment. NewGenIvf prides itself on providing quality and customized treatment to its clients on a day-to-day basis.
NewGenIvf’s comprehensive fertility treatment offerings in Thailand, Cambodia, and Kyrgyzstan, primarily including IVF, egg donation (in Cambodia) and surrogacy services (in Kyrgyzstan), make it convenient for clients in Asia-Pacific market to have access to various fertility services but with a relatively low cost, as compared with the US market.
NewGenIvf has reinforced its long-standing position through expanding its service offerings and locations to address the evolving clients’ needs or requests. 39 NewGenIvf’s comprehensive fertility treatment offerings in Thailand, Cambodia, and Kyrgyzstan, primarily including IVF, egg donation (in Cambodia) and surrogacy referral services (in Kyrgyzstan), make it convenient for clients in Asia-Pacific market to have access to various fertility services but with a relatively low cost, as compared with the US market.
For example, NewGenIvf’s Thailand clinic focusing on IVF and related ancillary services including HIV sperm washing, egg freezing, and chromosome screening. The clinic in Cambodia specializes in providing both IVF services and egg donation services.
For example, NewGenIvf’s Thailand clinic focuses on IVF and related ancillary services including HIV sperm washing, egg freezing, and chromosome screening. The clinic in Cambodia specializes in providing both IVF services and egg donation services. NewGenIvf refers clients to independent agents for surrogacy services which are legal in Kyrgyzstan.
MicroSort Technology MicroSort technology is a preconception process developed by the Genetics and IVF Institute, Inc. that aims to improve the chances that the baby to be conceived will be of the desired gender and prevents certain gender-related hereditary diseases.
MicroSort Technology MicroSort technology is a preconception process developed by the Genetics and IVF Institute, Inc. that aims to improve the chances that the baby to be conceived will be of the desired gender and prevents certain gender-related hereditary diseases. 45 Semen samples usually contain equal amounts of sperm carrying the Y chromosome (which will produce a boy), and sperm carrying the X chromosome (which will produce a girl).
NewGenIvf currently operates two laboratories that offer IVF services, one in Thailand and one in Cambodia, and plans to continue to scale up its existing laboratories.
Continue to Invest in Laboratories and Facilities NewGenIvf believes laboratories and treatment facilities are critical to supporting its future research, development and clients experience. NewGenIvf currently operates two laboratories that offer IVF services, one in Thailand and one in Cambodia, and plans to continue to scale up its existing laboratories.
The following table sets forth NewGenIvf’s revenue by service offerings and as a percentage of total revenue for the periods indicated: For the Year ended December 31, 2024 2023 US$ % US$ % IVF Treatment Service 5,433,375 100.0 4,021,696 78.3 Surrogacy and Ancillary Caring Services — — 1,114,457 21.7 Total Revenue 5,433,375 100.0 5,136,153 100.0 34 IVF Treatment Service NewGenIvf primarily provides its clients with conventional IVF/ICSI and embryo transfer services.
The following table sets forth NewGenIvf’s revenue by service offerings and as a percentage of total revenue for the periods indicated: For the Year ended December 31, 2024 2025 US$ % US$ % IVF Treatment Service 5,433,375 100.0 3,905,863 82.6 Fertility Referral Services — — 820,570 17.4 Total Revenue 5,433,375 100.0 4,726,433 100.0 IVF Treatment Service NewGenIvf primarily provides its clients with conventional IVF/ICSI and embryo transfer services.
The following table summarises the services available at NewGenIvf’s clinics: IVF Treatments Surrogacy Services Thailand First Fertility PGS Center √ × Cambodia Phnom Penh Center √ × Kyrgyzstan First Fertility Bishkek (Disposed of on December 18, 2024) √ √ Bi Clinic (Acquired on December 17, 2024) √ √ √ — Yes × — No The following table sets forth a breakdown of revenue from services performed at NewGenIvf’s medical centers for the periods indicated: For the Year ended December 31, 2024 2023 US$ % US$ % HK SAR - - 34,038 0.7 Thailand 2,175,253 40.0 1,356,903 26.4 Cambodia 601,526 11.1 621,619 12.1 Kyrgyzstan 2,656,596 48.9 3,123,593 60.8 Total Revenue 5,433,375 100.0 5,136,153 100.0 Thailand Clinic As of December 31, 2024, NewGenIvf had one clinic in Thailand.
The following table summarises the services available at NewGenIvf’s clinics: IVF Treatments Fertility Referral Services Thailand First Fertility PGS Center √ × Cambodia Phnom Penh Center √ × Kyrgyzstan Bi Clinic √ √ √ — Yes × — No The following table sets forth a breakdown of revenue from services performed at NewGenIvf’s medical centers for the periods indicated: For the Year ended December 31, 2024 2025 US$ % US$ % HK SAR - - - - Thailand 2,175,253 40.0 1,691,862 43.3 Cambodia 601,526 11.1 676,743 17.4 Kyrgyzstan 2,656,596 48.9 1,491,778 38.2 Other third party clinics - - 45,480 1.1 Total Revenue 5,433,375 100.0 3,905,863 100.0 Thailand Clinic As of December 31, 2025, NewGenIvf had two clinics in Thailand.
Sales to individual consumers did not vary significantly and none of the customers contribute more than 10% of NewGenIvf’s revenue for the years ended December 31, 2024 and 2023.
Customers are not entitled to enjoy the relevant services until outstanding amounts have been settled pursuant to the relevant contract. Sales to individual consumers did not vary significantly and none of the customers contribute more than 10% of NewGenIvf’s revenue for the years ended December 31, 2024 and 2025.
Preimplantation Genetic Diagnosis Similar to PGS, PGD is also used in parallel with an IVF treatment cycle. But PGD is a more enhanced process than PGS since it scans for individual genes.
Sequencing thousands of gene fragments simultaneously with NGS reduces time and cost associated with sequencing and increases the coverage quality and data output. Preimplantation Genetic Diagnosis Similar to PGS, PGD is also used in parallel with an IVF treatment cycle. But PGD is a more enhanced process than PGS since it scans for individual genes.
According to China Insights Industry Consultancy Limited (“CIC”), the demand for fertility tourism is driven by a variety of factors including the prevalence of infertility, the introduction of the Three-Child policy in China, the improved understanding of assisted reproductive technology and increased affordability of ARS.
According to CIC, the demand for fertility tourism is driven by a variety of factors including the prevalence of infertility, the introduction of the Three-Child policy in China, the improved understanding of assisted reproductive technology and increased affordability of ARS. To address these needs, NewGenIvf plans to offer its customers a “hassle-free”, seamless and integrated ARS and hospitality arrangement experience.
To address these needs, NewGenIvf plans to offer its customers a “hassle-free”, seamless and integrated ARS and hospitality arrangement experience. To complement its fertility services, NewGenIvf intends to integrate its offerings with additional services for traveling patients, most of whom are first-time fertility tourists, such as translation service, hotel arrangement and airport pickup services.
To complement its fertility services, NewGenIvf intends to integrate its offerings with additional services for traveling patients, most of whom are first-time fertility tourists, such as translation service, hotel arrangement and airport pickup services. NewGenIvf plans to enhance its customers’ experience by entering into exclusive cooperation arrangements with local premium hospitality providers.
Currently, we have three clinics: one clinic in Thailand, one clinic in Cambodia, and one clinic in Kyrgyzstan. ● IVF treatment service: For the years ended December 31, 2024 and 2023, we generated approximately 100% and 78.3% respectively of our revenue from IVF treatments services. We primarily provide our clients with conventional IVF/intracytoplasmic sperm injection (“ICSI”) and embryo transfer services.
Currently, we have three clinics: one clinic in Thailand, one clinic in Cambodia, and one clinic in Kyrgyzstan. ● IVF treatment service: For the period ended December 31, 2025 and the year ended December 31, 2024, we generated approximately 82.6% and 100% respectively of our revenue from IVF treatments.
Organizational Structure The following is a list of our principal subsidiaries and consolidated affiliated entities as of the date of this Report: Name Place of Formation Relationship NewGenIvf Limited Cayman Islands Wholly-owned subsidiary Incorporated on January 16, 2019 FFPGS (HK) Ltd Hong Kong Indirect subsidiary, wholly owned by NewGenIvf Limited Incorporated on December 19, 2019 Bi Clinic LLC Kyrgyzstan Indirect subsidiary, wholly owned by NewGenIvf Limited Acquired on December 17, 2024 First Fertility PGS Center Limited Thailand Indirect subsidiary, 74% owned by Well Image Limited HK directly and indirectly Incorporated on March 6, 2014 First Fertility Phnom Penh Ltd Kingdom of Cambodia Indirect subsidiary, wholly owned by NewGenIvf Limited Incorporated on August 10, 2015 Med Holdings Limited Thailand Indirect subsidiary, 48.99% owned by Well Image Limited HK Incorporated on January 21, 2015 Well Image Limited HK Hong Kong Indirect subsidiary, wholly owned by NewGenIvf Limited Incorporated on July 11, 2008 深圳前海豐泰仁匯健康科技有限公司 (Shenzhen Qianhai Fengtai Renhui Health Technology Co., Ltd) China Indirect subsidiary, 99% owned by FFPGS (HK) Ltd Incorporated on October 24, 2024 The following is a wholly owned subsidiary being disposed of on December 18, 2024: First Fertility Bishkek LLC Kyrgyzstan Indirect subsidiary, wholly owned by Legacy NewGenIvf 44 D.
Wholly-owned subsidiary Acquired on February 28, 2025 NewGenDigital Limited British Virgin Islands Wholly-owned subsidiary Incorporated on June 16, 2025 FFPGS (HK) Ltd Hong Kong Indirect subsidiary, wholly owned by NewGenIvf Limited Incorporated on December 19, 2019 NewGenProperty Limited British Virgin Islands Wholly-owned subsidiary Incorporated on June 16, 2025 NewGenBiz Limited British Virgin Islands Wholly-owned subsidiary Incorporated on January 13, 2026 NewGenOman Limited British Virgin Islands Wholly-owned subsidiary Incorporated on February 2, 2026 Alfred Siu Charitable Foundation Limited Hong Kong Wholly-owned subsidiary Incorporated on February 27, 2026 52 Bi Clinic LLC Kyrgyzstan Indirect subsidiary, wholly owned by NewGenIvf Limited Acquired on December 17, 2024 First Fertility PGS Center Limited Thailand Indirect subsidiary, 74% owned by Well Image Limited HK directly and indirectly Incorporated on March 6, 2014 First Fertility Phnom Penh Ltd Kingdom of Cambodia Indirect subsidiary, wholly owned by NewGenIvf Limited Incorporated on August 10, 2015 Med Holdings Limited Thailand Indirect subsidiary, 48.99% owned by Well Image Limited HK Incorporated on January 21, 2015 Well Image Limited HK Hong Kong Indirect subsidiary, wholly owned by NewGenIvf Limited Incorporated on July 11, 2008 HyFi Innovations Limited Hong Kong Indirect subsidiary, wholly owned by NewGenDigital Limited Incorporated on October 20, 2025 The following subsidiaries were disposed of: 深圳前海豐泰仁匯健康科技有限公司 (Shenzhen Qianhai Fengtai Renhui Health Technology Co., Ltd) Disposed of on July 29, 2025 China Indirect subsidiary, wholly owned by FFPGS (HK) Ltd 53 D.
NewGenIvf believes that there is potential in Asia in offering fertility treatments as a benefit for employees, particularly in companies with a large number of female employees of childbearing age. By partnering with corporate clients to provide fertility benefits, NewGenIvf can increase its market reach, enhance its brand reputation, and drive client growth.
In addition, NewGenIvf plans to explore expanding its client base by offering its fertility services as part of corporate benefit programs in Asia. NewGenIvf believes that there is potential in Asia in offering fertility treatments as a benefit for employees, particularly in companies with a large number of female employees of childbearing age.
NewGenIvf intends to focus on ARS providers in Asia Pacific which possess all conventional licenses and locally recognized brands.
NewGenIvf intends to focus on ARS providers in Asia Pacific which possess all conventional licenses and locally recognized brands. For the global market beyond Asia Pacific, NewGenIvf intends to expand its footprint through partnerships with other IVF clinics.
These technologies include: ● MicroSort Technology: NewGenIvf acquired the MicroSort Technology from Genetics & IVF Institute, Inc. (“GIVF”) pursuant to a Purchase Agreement dated January 21, 2025 between NewGenIvf and GIVF (“Purchase Agreement”). As such NewGenIvf exclusively owns the MicroSort Technology.
(“GIVF”) pursuant to a Purchase Agreement dated January 21, 2025 between NewGenIvf and GIVF (“Purchase Agreement”). As such NewGenIvf exclusively owns the MicroSort Technology. Prior to the closing of the MicroSort Acquisition, NewGenIvf held an exclusive license granted by a division of the Genetics & IVF Institute, Inc. to use MicroSort technology in Thailand and Cambodia.
NewGenIvf prides itself on providing quality and customized treatment to its clients on a day-to-day basis. 40 As of December 31, 2024, the clinic in Thailand had 8 nurses, 8 full time lab physicians and embryologists, 14 administrative staff, totaling 30 staff members. Cambodia Clinic NewGenIvf has one clinic, Phnom Penh Center, in Cambodia.
As of December 31, 2025, the clinic in Thailand had 8 nurses, 8 full time lab physicians and embryologists, 22 administrative staff, totaling 38 staff members. 49 Cambodia Clinic NewGenIvf has one clinic, Phnom Penh Center, in Cambodia.
Normally, agents provide potential clients’ contact information to the sales team of NewGenIvf, who then approach potential clients and provide consultation on services.
Normally, agents provide potential clients’ contact information to the sales team of NewGenIvf, who then approach potential clients and provide consultation on services. With its partnerships in various countries, NewGenIvf believes it is able to better benefit from the growing market opportunities.
As technology has progressively advanced, we have been able to, through technologies and facilities provided by MicroSort technology, help fulfill the family-balancing dreams of its clients and avoiding certain gender-related hereditary diseases. IVF treatment involves the performance of a series of medical treatment as well as procedures and eventually brings benefits to clients when embryo is successfully implanted.
We primarily provide our clients with conventional IVF/intracytoplasmic sperm injection (“ICSI”) and embryo transfer services. As technology has progressively advanced, we have been able to, through technologies and facilities provided by MicroSort technology, help fulfill the family-balancing dreams of its clients and avoiding certain gender-related hereditary diseases.
With its partnerships in various countries, NewGenIvf believes it is able to better benefit from the growing market opportunities. 30 Exclusively Owned and Licensed Technology for Family Planning and Access to Mature Fertility Technologies NewGenIvf believes that its licenses and/or access to mature technologies contribute to its ability to identify and tailor ARS services to individual patient’s needs.
Exclusively Owned and Licensed Technology for Family Planning and Access to Mature Fertility Technologies NewGenIvf believes that its licenses and/or access to mature technologies contribute to its ability to identify and tailor ARS services to individual patient’s needs. These technologies include: ● MicroSort Technology: NewGenIvf acquired the MicroSort Business from Genetics & IVF Institute, Inc.
A considerable number of NewGenIvf’s management are physicians or laboratory technicians who possess extensive experience in the ARS industry and are experts in their respective fields. 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.
Experienced Management Team The NewGenIvf management team has considerable experience in the ARS market and the broader healthcare industry. A considerable number of NewGenIvf’s management are physicians or laboratory technicians who possess extensive experience in the ARS industry and are experts in their respective fields. NewGenIvf’s Chief Executive Officer, Mr.
Well Established Brand with Reliable Reputation The founders of NewGenIvf entered the fertility market as agents in 2011 by introducing patients in need to a Thailand clinic for fertility treatments. The founders of NewGenIvf started to operate their own clinic in Thailand in 2014 and subsequently added clinics in Cambodia and Kyrgyzstan.
This technology can facilitate the gender selection as well as avoiding genetic diseases in the IVF treatment. Well Established Brand with Reliable Reputation The founders of NewGenIvf entered the fertility market as agents in 2011 by introducing patients in need to a Thailand clinic for fertility treatments.
Over the years, NewGenIvf sends representatives to medical expos mostly held in the PRC to approach potential business partners and establish new partnerships by entering into agency agreements with each agent. NewGenIvf has become a significant partner with agents and sub-agents throughout China and India.
Over the years, NewGenIvf sends representatives to medical expos mostly held in the PRC to approach potential business partners and establish new partnerships by entering into agency agreements with each agent. Agents typically market and promote NewGenIvf’s services by word-to-mouth referrals and other measures and NewGenIvf pays the agents commission upon the completion of client’s treatment.
With its established client service history, accumulated experience as well as its continuous upgrades and development of treatment models, NewGenIvf believes that it will be able to better monetize its brands through its business. Experienced Management Team The NewGenIvf management team has considerable experience in the ARS market and the broader healthcare industry.
This helps to increase the number of IVF treatment cycles that physicians can perform while providing treatment customized based on patient conditions. With its established client service history, accumulated experience as well as its continuous upgrades and development of treatment models, NewGenIvf believes that it will be able to better monetize its brands through its business.
The physicians of NewGenIvf have also developed and employed an operating model that seeks to increase the effectiveness of physicians by utilizing standardized workflows and operating procedures with teams of supporting nurses and medical assistants. This helps to increase the number of IVF treatment cycles that physicians can perform while providing treatment customized based on patient conditions.
NewGenIvf believes that this model allows each team to improve its efficiency and arrange suitable physicians for patients. 41 The physicians of NewGenIvf have also developed and employed an operating model that seeks to increase the effectiveness of physicians by utilizing standardized workflows and operating procedures with teams of supporting nurses and medical assistants.
The number of Thai and Cambodian local patients generally increased in 2023 and 2024 compared with earlier years due to the impact of COVID-19 on international travel. NewGenIvf enters into a verbal contract with each of its customers that outline, among other things, the scope of services, service fees, payment terms and rights, responsibilities and obligations of each party.
NewGenIvf enters into a verbal contract with each of its customers that outline, among other things, the scope of services, service fees, payment terms and rights, responsibilities and obligations of each party. Consent is obtained from the patients prior to the provision of the various treatments.
NewGenIvf’s broad range of fertility services, including IVF and egg freezing, can help corporate partners differentiate their employee benefits in the competitive employment landscape, which could make them more attractive to potential employees. Additionally, by offering these services, companies can help address the growing concern of delayed childbearing, which is becoming more common among women according to CIC.
By partnering with corporate clients to provide fertility benefits, NewGenIvf can increase its market reach, enhance its brand reputation, and drive client growth. NewGenIvf’s broad range of fertility services, including IVF and egg freezing, can help corporate partners differentiate their employee benefits in the competitive employment landscape, which could make them more attractive to potential employees.
MicroSort’s licenses for NewGenIvf’s operation in Thailand and Cambodia were each provided under a lease and service agreement.
NewGenIvf held an exclusive license granted by a division of GIVF, MicroSort International, to use the MicroSort technology in Thailand and Cambodia. MicroSort’s licenses for NewGenIvf’s operation in Thailand and Cambodia were each provided under a lease and service agreement.
NewGenIvf’s sales team primarily relies on social media marketing, word-of-mouth referrals, recognition of its brand, printed advertisements and marketing events. NewGenIvf spends marketing expenses on placing advertisements through popular social media platforms, maintaining the official website of NewGenIvf and sending information through its official accounts on social media platforms.
NewGenIvf spends marketing expenses on placing advertisements through popular social media platforms, maintaining the official website of NewGenIvf and sending information through its official accounts on social media platforms. Supply and Procurement NewGenIvf’s procurement is mainly for medications, laboratory media and reagents, laboratory consumables, and blood test reagents.
PGS has improved clinical outcomes for NewGenIvf by achieving a higher implantation rate of 70.9% and reducing miscarriage rates by 26.6%. Next-Generation Sequencing NGS is a high-throughput technology for determining the sequence of deoxyribonucleic acid DNA or RNA to study genetic variation associated with diseases or other biological phenomena.
Next-Generation Sequencing NGS is a high-throughput technology for determining the sequence of deoxyribonucleic acid DNA or RNA to study genetic variation associated with diseases or other biological phenomena. NGS determines the sequence of a sample all at once by using parallel sequencing. Traditional Sanger sequencing determines the sequence of a sample one section at a time.
While success rates vary by age and clinic, egg freezing offers a proactive option for preserving fertility. Surrogacy and Ancillary Caring Services NewGenIvf also generated revenue from surrogacy services and related ancillary caring services in Kyrgyzstan. NewGenIvf conducts implantation of embryos from biological parents in surrogate mothers.
While success rates vary by age and clinic, egg freezing offers a proactive option for preserving fertility. Fertility Referral Services NewGenIvf also generated revenue from fertility referral services in Kyrgyzstan. For the period ended December 31, 2025 and the year ended December 31, 2024, we generated approximately 17.4% and Nil %, of our revenue from fertility referral services.
The sperm carrying the chromosome that will produce the desired gender are separated from the rest of the sample -resulting in an enriched sperm sample ready for use. NewGenIvf held an exclusive license granted by a division of GIVF, MicroSort International, to use the MicroSort technology in Thailand and Cambodia.
The flow cytometer uses a special software to identify X and Y chromosome sperm based on their fluorescence signature. The sperm carrying the chromosome that will produce the desired gender are separated from the rest of the sample -resulting in an enriched sperm sample ready for use.
After the washing, the sample is stained with a special fluorescent material that attaches to the DNA contained in the sperm. The stained sperm cells are analyzed one by one by a flow cytometer, in which cells pass through a laser to make the stain attach to the DNA fluoresce.
The stained sperm cells are analyzed one by one by a flow cytometer, in which cells pass through a laser to make the stain attach to the DNA fluoresce. The sperm containing the X chromosome (which have more DNA and therefore more stain) will shine brighter than the sperm containing the Y chromosome.
The integration of the medical facilities in Thailand help NewGenIvf provide a more seamless one-stop experience to its clients.
In the United States, we have not had office yet but acquired MicroSort Lab Services LLC from Genetic IVF Institute during 2025. The integration of the medical facilities in Thailand help NewGenIvf provide a more seamless one-stop experience to its clients.
On February 28, 2025, NewGenIvf completed its acquisition of the MicroSort technology from Genetics & IVF Institute, Inc. (“GIVF”). The flow chart below shows the process involved in MicroSort: 36 Preimplantation Genetic Screening PGS is used in parallel with an IVF treatment cycle.
On February 28, 2025, NewGenIvf completed its acquisition of the MicroSort technology from Genetics & IVF Institute, Inc. (“GIVF”).
Sales and Marketing For the years ended December 31, 2024 and 2023, NewGenIvf promoted brand awareness through its sales teams and, in many cases, through cooperating with third-party agencies and partners. NewGenIvf’s sales teams have broad experience in fertility services and are responsible for identifying potential clients and managing the overall sales process.
NewGenIvf also refers customers to other IVF and/or Surrogacy agents who will provide fertility referral income for NewGenIvf. Sales and Marketing For the years ended December 31, 2024 and 2025, NewGenIvf promoted brand awareness through its sales teams and, in many cases, through cooperating with third-party agencies and partners.
For both the years ended December 31, 2024 and 2023, no vendor contributed more than 10% of total direct cost of the Group. NewGenIvf’s procurement team is experienced in selecting cost-effective supplies as well as selecting reliable suppliers. NewGenIvf’s major suppliers are pharmaceutical companies.
NewGenIvf’s procurement team is experienced in selecting cost-effective supplies as well as selecting reliable suppliers. NewGenIvf’s major suppliers are pharmaceutical companies.
PGD can decrease the risk of miscarriage and this technology can help women better achieve a healthy pregnancy. Individuals who suspect or know they carry genes for serious medical conditions may opt to screen for healthy embryos ahead of time.
PGD can decrease the risk of miscarriage and this technology can help women better achieve a healthy pregnancy.
PGS is the practice of determining the presence of aneuploidy (either too many or too few chromosomes) in a developing embryo. PGS improves success rates of in vitro fertilization by ensuring the transfer of euploid embryos that have a higher chance of implantation and resulting in a live birth.
PGS improves success rates of in vitro fertilization by ensuring the transfer of euploid embryos that have a higher chance of implantation and resulting in a live birth. PGS has improved clinical outcomes for NewGenIvf by achieving a higher implantation rate of 70.9% and reducing miscarriage rates by 26.6%.
As a long-standing IVF treatments provider in Asia-Pacific, NewGenIvf had completed over 4,500 cycles of IVF treatments from 2014 to 2024. For the years ended December 31, 2024 and 2023, the revenue from NewGenIvf’s IVF treatments was US$5,433,375 and US$4,021,696, respectively, representing 100% and 78.3% of its total revenue in the corresponding periods.
For the years ended December 31, 2024 and 2025, the revenue from NewGenIvf’s IVF treatments was US$5,433,375 and US$3,905,863, respectively, representing 100% and 82.6% of its total revenue in the corresponding periods. 44 IVF Treatments Process A typical IVF treatment process mainly includes two stages, the pre-IVF treatment stage and the IVF treatment stage.
This property is used as the Company’s second clinic in Thailand, which is expected to open in 2025.
This property has been used as the Company’s second clinic in Thailand since early 2025 but will stop operating in March 2026 as the landlord has decided to lease it to other parties.
Semen samples usually contain equal amounts of sperm carrying the Y chromosome (which will produce a boy), and sperm carrying the X chromosome (which will produce a girl). During the MicroSort process, the sperm sample is washed to remove seminal liquid and nonmotile cells.
During the MicroSort process, the sperm sample is washed to remove seminal liquid and nonmotile cells. After the washing, the sample is stained with a special fluorescent material that attaches to the DNA contained in the sperm.
Supply and Procurement NewGenIvf’s procurement is mainly for medications, laboratory media and reagents, laboratory consumables, and blood test reagents. As of December 31, 2024 and 2023, there were Nil and one supplier individually contributed more than 10% of the Group’s trade payable respectively, in aggregate accounting for Nil% and 30.6% of the Group’s trade payables, respectively.
As of December 31, 2024 and 2025, there was no single supplier individually contributed more than 10% of the Group’s trade payable respectively. For both the years ended December 31, 2024 and 2025, no vendor contributed more than 10% of total direct cost of the Group.
Removed
In addition, pursuant to the First Amendment, subject to receipt of at least $140,000 as part of the Loan from NewGenIvf, ASCA agreed to waive its termination rights and the right to receive any break-up fee due to Legacy NewGenIvf’s failure to deliver audited financial statements by no later than February 28, 2023.
Added
The surviving entity of the Business Combination, together with its subsidiaries is referred to in this prospectus as “NewGenIvf,” the “Company,” “we,” “our,” or “us,” unless the context otherwise requires.
Removed
Revenue from IVF treatment is recognized at a point in time when different treatment and/or procedure completed in clinic. The completion of the various treatments and procedures are evidenced by written treatment cards and reports maintained in the patient files. ● Surrogacy and ancillary caring services: We also generate revenue from surrogacy services and related ancillary caring services in Kyrgyzstan.
Added
IVF treatment involves the performance of a series of medical treatment and procedures that are not separately distinct and only brings benefits to clients when embryo is successfully implanted, therefore revenue from IVF treatment is recognized at a point in time when it is completed in clinic.
Removed
For the years ended December 31, 2024 and 2023, we generated approximately Nil % and 21.7%, of our revenue from surrogacy and ancillary caring services. For surrogacy services, NewGenIvf conducts implantation of embryos from biological parents in surrogate mothers. In addition, NewGenIvf provides a “success guarantee” program for egg donation services in Cambodia and surrogacy services in Kyrgyzstan.
Added
The completion of this treatment is evidenced by a written IVF report indicating successful embryo implantation. ● Fertility referral services: We also generate revenue from fertility referral services in Kyrgyzstan. For the period ended December 31, 2025 and the year ended December 31, 2024, we generated approximately 17.4% and Nil %, of our revenue from fertility referral services.
Removed
Under this optional program, patients pay additional fees of approximately 40% of the original price and can have repeated attempts of IVF cycles, egg donation services and/or surrogacy services until the procedures are successful.
Added
For customers who were interested in surrogacy services in Kyrgyzstan, we referred the customers to our agents and the surrogacy mother services were provided by our agents independently while we received the referral commission from our agents. We believe that this arrangement enabled us to avoid the risk of surrogacy business while we could enjoy the referral income.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

46 edited+36 added−61 removed59 unchanged
The rate of tax is generally 15%, except for dividends, which is 10%, while other rates may apply under the provisions of a double tax treaty. Cambodia The standard rate of corporate income tax for companies and permanent establishments in Cambodia who are classified as medium and large taxpayers is 20%.
The rate of withholding tax is generally 15%, except for dividends, which is 10%, while other rates may apply under the provisions of a double tax treaty. Cambodia The standard rate of corporate income tax for companies and permanent establishments in Cambodia who are classified as medium and large taxpayers is 20%.
Cost of goods sold primarily consisted of purchase and direct cost for IVF treatment services and surrogacy and ancillary caring services. NewGenIvf’s cost of goods was mostly recognized during the provision of IVF treatment services. Clinic costs. Clinic costs primarily consisted of sub-contracting charges, office supplies and staff salaries and bonus of NewGenIvf’s clinics.
Cost of goods sold primarily consisted of purchase and direct cost for IVF treatment services and ancillary caring services. NewGenIvf’s cost of goods was mostly recognized during the provision of IVF treatment services. Clinic costs. Clinic costs primarily consisted of sub-contracting charges, office supplies and staff salaries and bonus of NewGenIvf’s clinics.
NewGenIvf also hopes to keep its clients by providing discounts in treatment services and via the “success guarantee” program for egg donation services in Cambodia and surrogacy services in Kyrgyzstan, which provides treatments to clients until a success is achieved. 47 Based on its increasingly recognized reputation, NewGenIvf believes that there is substantial opportunity to continue to grow its revenue through attracting new clients.
NewGenIvf also hopes to keep its clients by providing discounts in treatment services and via the “success guarantee” program for egg donation services in Cambodia and surrogacy services in Kyrgyzstan, which provides treatments to clients until a success is achieved. 56 Based on its increasingly recognized reputation, NewGenIvf believes that there is substantial opportunity to continue to grow its revenue through attracting new clients.
Its strategic presence in Thailand, Cambodia, and Kyrgyzstan positions the company to take advantage of opportunities across Asia Pacific. 45 NewGenIvf is still in the early stage of materializing its long-term objective of building a comprehensive, sophisticated and high-end ARS platform for its clients and providing personalized solutions based on NewGenIvf’s brands and client-generated services.
Its strategic presence in Thailand, Cambodia, and Kyrgyzstan positions the company to take advantage of opportunities across Asia Pacific. 54 NewGenIvf is still in the early stage of materializing its long-term objective of building a comprehensive, sophisticated and high-end ARS platform for its clients and providing personalized solutions based on NewGenIvf’s brands and client-generated services.
Unless the context otherwise requires, all references in this Item 5 to “NewGenIvf” refers to NewGenIvf Group Limited and its subsidiaries pursuant to a Business Combination which came to effect on April 3, 2024. We incorporated by reference the discussion of the operating results comparing the years ended December 31, 2024 and 2023.
Unless the context otherwise requires, all references in this Item 5 to “NewGenIvf” refers to NewGenIvf Group Limited and its subsidiaries pursuant to a Business Combination which came to effect on April 3, 2024. We incorporated by reference the discussion of the operating results comparing the years ended December 31, 2025 and 2024.
NewGenIvf monitors its current and expected liquidity requirements to help ensure that it maintains sufficient cash balances to meet its existing and reasonably likely long-term liquidity needs. 54 NewGenIvf intends to finance its future working capital requirements and capital expenditures from cash generated from operating activities, in addition to funds raised from financing activities.
NewGenIvf monitors its current and expected liquidity requirements to help ensure that it maintains sufficient cash balances to meet its existing and reasonably likely long-term liquidity needs. 63 NewGenIvf intends to finance its future working capital requirements and capital expenditures from cash generated from operating activities, in addition to funds raised from financing activities.
Population growth, infertility rates, and demand for facility treatments in the region will ultimately determine the demand for NewGenIvf’s services. According to CIC, infertility is increasingly becoming prevalent globally, primarily driven by increasing average age of first birth, as well as various lifestyle and environmental factors.
Population growth, infertility rates, and demand for facility treatments in the region will ultimately determine the demand for NewGenIvf’s services. Infertility is increasingly becoming prevalent globally, primarily driven by increasing average age of first birth, as well as various lifestyle and environmental factors.
Interest expense NewGenIvf’s interest expense is incurred in relation to its interest-bearing convertible bonds. 50 Taxation British Virgin Islands NewGenIvf is incorporated in the British Virgin Islands and is not subject to tax on income or capital gains under current British Virgin Islands law.
Interest expense NewGenIvf’s interest expense is incurred mainly in relation to its interest-bearing convertible bonds. 59 Taxation British Virgin Islands NewGenIvf is incorporated in the British Virgin Islands and is not subject to tax on income or capital gains under current British Virgin Islands law.
NewGenIvf’s cost of goods sold primarily consisted of purchase and direct cost for IVF treatment services and surrogacy and ancillary caring services, most of which are recognized during the provision of IVF treatment services. Its cost of goods sold represented approximately 11.6% and 11.6% of the revenue for the years ended December 31, 2024 and 2023, respectively.
NewGenIvf’s cost of goods sold primarily consisted of purchase and direct cost for IVF treatment services and surrogacy and ancillary caring services, most of which are recognized during the provision of IVF treatment services. Its cost of goods sold represented approximately 11.6% and 13.2% of the revenue for the years ended December 31, 2024 and 2025, respectively.
Key Components of Results of Operations NewGenIvf’s revenues were derived from two types of services: IVF treatment services and surrogacy and ancillary caring services. Revenue The following table sets forth a breakdown of NewGenIvf’s revenue by the types of services, in absolute amounts and as percentages of total revenue, for the periods indicated.
Key Components of Results of Operations NewGenIvf’s revenues were derived from two types of services: IVF treatment services and fertility referral services. Revenue The following table sets forth a breakdown of NewGenIvf’s revenue by the types of services, in absolute amounts and as percentages of total revenue, for the periods indicated.
Uncertainty in the macroeconomic environment, resulting from a range of events and trends, including the rise in global inflation and interest rates, supply chain disruptions, geopolitical pressures, including the unknown impact of current and future trade regulations, changes in Asian-Pacific relations, fluctuation in foreign exchange rates, and associated global economic conditions may result in volatility in ARS market and NewGenIvf’s operating performance.
Uncertainty in the macroeconomic environment and the outbreak of US and Israel war with Iran in March 2026, resulting from a range of events and trends, including the rise in global inflation and interest rates, supply chain disruptions, geopolitical pressures, including the unknown impact of current and future trade regulations, changes in Asian-Pacific relations, fluctuation in foreign exchange rates, and associated global economic conditions may result in volatility in ARS market and NewGenIvf’s operating performance.
Its selling and marketing expenses represented approximately 3.8% and 0.4% of its revenue for the years ended December 31, 2024 and 2023, respectively. NewGenIvf expects its selling and marketing expenses to increase as it plans to expand its sales and scale its operation in Asia-Pacific. ● General and administrative expenses.
Its selling and marketing expenses represented approximately 3.8% and 25.2% of its revenue for the years ended December 31, 2024 and 2025, respectively. NewGenIvf expects its selling and marketing expenses to increase as it plans to expand its sales and scale its operation in Asia-Pacific. ● General and administrative expenses.
For the Year ended December 31, 2024 2023 US$ % US$ % Gross profit 1,826,894 33.6 1,681,785 32.7 Revenues 5,433,375 — 5,136,153 — NewGenIvf expects that gross profit and gross margin will continue to be affected by various factors including the geographic locations where treatments are performed, as well as the pricing with its clients, agent subcontracting charges and the costs of the supplies provided by major pharmaceutical companies, all of which are negotiated separately.
For the Year ended December 31, 2024 2025 US$ % US$ % Gross profit 1,826,894 33.6 955,846 20.2 Revenues 5,433,375 — 4,726,433 — NewGenIvf expects that gross profit and gross margin will continue to be affected by various factors including the geographic locations where treatments are performed, as well as the pricing with its clients, agent subcontracting charges and the costs of the supplies provided by major pharmaceutical companies, all of which are negotiated separately.
For a company incorporated under the laws of Kyrgyzstan, under Kyrgyz regulations of dividends (net profit), the dividends can be paid once a year depending on the results of the financial year of the company. 56 Critical Accounting Policies, Judgments and Estimates NewGenIvf prepares its financial statements in conformity with U.S.
For a company incorporated under the laws of Kyrgyzstan, under Kyrgyz regulations of dividends (net profit), the dividends can be paid once a year depending on the results of the financial year of the company. 65 Critical Accounting Estimates NewGenIvf prepares its financial statements in conformity with U.S. GAAP, which requires NewGenIvf to make judgments, estimates and assumptions.
NewGenIvf expects its cost structure to evolve as it develops and expands its business. As NewGenIvf continues to develop new services and technologies, NewGenIvf expects to incur additional costs in relation to its raw materials procurement, production and sales and marketing, among other things.
NewGenIvf expects its general and administrative expenses to increase in line with its expansion plan. NewGenIvf expects its cost structure to evolve as it develops and expands its business. As NewGenIvf continues to develop new services and technologies, NewGenIvf expects to incur additional costs in relation to its raw materials procurement, production and sales and marketing, among other things.
The conversion, however, is subject to certain terms and conditions, including the requirement of the shareholdings not to exceed 9.99% of the Company’s shares. As of December 31, 2024, this criterion has been met.
The conversion, however, is subject to certain terms and conditions, including the requirement of the shareholdings not to exceed 4.99 % or 9.99% of the Company’s shares based on the noteholder. As of December 31, 2025, this criterion has been met.
NewGenIvf’s revenue from IVF treatment service amounted to US$5,433,375 and US$4,021,696, representing approximately 100% and 78.3% of its total revenues in 2024 and 2023, respectively. IVF treatment involves the performance of a series of medical treatment as well as procedures and eventually brings benefits to clients when embryo is successfully implanted.
In addition, NewGenIvf’s revenue from IVF treatment service amounted to US$5,433,375 and US$3,905,863, representing approximately 100% and 82.6% of its total revenues in 2024 and 2025, respectively. IVF treatment involves the performance of a series of medical treatment as well as procedures and eventually brings benefits to clients when embryo is successfully implanted.
NewGenIvf’s clinic costs primarily consisted of sub-contracting charges, office supplies and staff salaries and bonus, most of which are recognized during the provision of surrogacy services. Its clinic costs represented approximately 48.8%, 55.7% of its revenue for the years ended December 31, 2024 and 2023, respectively.
NewGenIvf’s clinic costs primarily consisted of sub-contracting charges, office supplies and staff salaries and bonus, most of which are recognized during the provision of IVF services. Its clinic costs represented approximately 54.8% and 66.6% of its revenue for the years ended December 31, 2024 and 2025, respectively.
The selection of critical accounting policies, the judgments and other uncertainties affecting application of those policies and the sensitivity of reported results to changes in conditions and assumptions are factors that should be considered when reviewing NewGenIvf’s financial statements.
The selection of critical accounting estimates and other uncertainties affecting application of those policies and the sensitivity of reported results to changes in conditions and assumptions are factors that should be considered when reviewing NewGenIvf’s financial statements. NewGenIvf’s management believes the following accounting estimates involve the most significant estimates used in the preparation of their financial statements.
Gross profit NewGenIvf’s gross profit increased by approximately 8.6% from US$1,681,785 in 2023 to US$1,826,894 in 2024 to, primarily attributable to a reorganizing of our cooperation model with subcontractors and the increased efficiency of our marketing services, resulting in a decrease in unit service costs per customer, directly leading to increases in gross profit margins.
Gross profit NewGenIvf’s gross profit decreased by approximately 47.68% from US$1,826,894 in 2024 to US$955,846 in 2025, primarily attributable to a reorganizing of our cooperation model with subcontractors and the decreased efficiency of our marketing services, resulting in a increase in unit service costs per customer, directly leading to decreases in gross profit margins.
December 31, 2024 2023 Operating lease US$ - Payable less than 1 years 111,321 209,303 - Payable 1 – 2 years 10,300 111,613 - Payable 2.- 5 years — 10,373 Total 121,621 331,289 Finance; lease Lease liabilities – current portion - 6,446 - Convertible bonds- - 2025 516,250 - 2026 457,250 - 2027 457,250 - 2028 507,250 - 2029 3,269,625 - Total 5,207,625 The convertible bonds have the option of being converted to Class A ordinary shares at the discretion of the holder, any time after issuance.
December 31, 2024 2025 Operating lease US$ - Payable less than 1 years 111,321 262,244 - Payable 1 – 2 years 10,300 184,041 - Payable 2.- 5 years — 118,800 Total 121,621 565,085 Convertible bonds- - 2025 516,250 - 2026 457,250 664,000 2027 457,250 - 2028 507,250 3,150,000 2029 3,269,625 - 2030 - 1,475,000 Total 5,207,625 5,289,000 The convertible bonds have the option of being converted to Class A ordinary shares at the discretion of the holder, any time after issuance.
For the Year ended December 31, 2024 2023 US$ % US$ % IVF treatment services (1) 5,433,375 100.0 4,021,696 78.3 Surrogacy and ancillary caring services - - 1,114,457 21.7 Total revenues 5,433,375 100.0 5,136,153 100.0 (1) Include an insignificant amount of revenue derived from consultation customers who used NewGenIvf’s non-IVF treatment and insignificant services, such as check-ups services, blood test services and other minor services. 48 NewGenIvf generated revenue from facilities located in various geographic regions.
For the Year ended December 31, 2024 2025 US$ % US$ % IVF treatment services (1) 5,433,375 100.0 3,905,863 82.6 Fertility referral services - - 820,570 17.4 Total revenues 5,433,375 100.0 4,726,433 100.0 (1) Include an insignificant amount of revenue derived from consultation customers who used NewGenIvf’s non-IVF treatment and insignificant services, such as check-ups services, blood test services and other minor services. 57 NewGenIvf generated revenue from facilities located in various geographic regions.
A prolonged downturn or slow-growth in the PRC economy generally could materially and adversely affect NewGenIvf’s results of operations and there is a significant likelihood that NewGenIvf’s actual results over the time periods and under the scenarios covered by the projections would be different.
A prolonged downturn or slow-growth in the PRC economy generally could materially and adversely affect NewGenIvf’s results of operations and there is a significant likelihood that NewGenIvf’s actual results over the time periods and under the scenarios covered by the projections would be different. 55 Fluctuation of costs NewGenIvf’s costs primarily include clinic costs, cost of goods sold, selling and marketing expenses and general and administrative expenses, details of which are set out below. ● Clinic costs.
For the Year ended December 31, 2024 2023 US$ Net cash used in operating activities (8,264,074 ) (1,766,135 ) Net cash used in investing activities (53,045 ) (69,848 ) Net cash provided by financing activities 8,675,790 1,881,493 Net increase in cash and cash equivalents 358,671 45,510 Effect of foreign currency translation on cash and cash equivalents 44,965 (18,962 ) Cash and cash equivalents, beginning of year 54,104 27,556 Cash and cash equivalents, end of year 457,740 54,104 Operating activities Net cash used in operating activities was US$8,264,074 for the year ended December 31, 2024.
For the Year ended December 31, 2024 2025 US$ Net cash used in operating activities (8,264,074 ) (10,926,056 ) Net cash used in investing activities (53,045 ) (7,559,774 ) Net cash provided by financing activities 8,675,790 18,992,758 Net increase in cash and cash equivalents 358,671 506,928 Effect of foreign currency translation on cash and cash equivalents 44,965 (206,047 ) Cash and cash equivalents, beginning of year 54,104 457,740 Cash and cash equivalents, end of year 457,740 758,621 Operating activities Net cash used in operating activities was US$10,926,056 for the year ended December 31, 2025.
NewGenIvf’s general and administrative expenses primarily consisted of depreciation in operating lease right-of-use (“ROU”) assets, staff salaries and director fees. Its general and administrative expenses represented approximately 51.2% and 24.5% of its revenue for the years ended December 31, 2024 and 2023, respectively. NewGenIvf expects its general and administrative expenses to increase in line with its expansion plan.
NewGenIvf’s general and administrative expenses primarily consisted of write-off of agency deposit, legal and professional fees, depreciation in operating lease right-of-use (“ROU”) assets, staff salaries and director fees. Its general and administrative expenses represented approximately 51.2% and 222.01% of its revenue for the years ended December 31, 2024 and 2025, respectively.
These conditions may cause NewGenIvf difficulty in attracting clients from the PRC to travel to Thailand, Cambodia and Kyrgyzstan for NewGenIvf’s services, which could materially and adversely affect NewGenIvf’s operations and financial results.
Together, these factors create a dynamic travel environment where regional tensions, domestic politics, and economic conditions intersect to shape the risk landscape for international visitors. These conditions may cause NewGenIvf difficulty in attracting clients from the PRC to travel to Thailand, Cambodia and Kyrgyzstan for NewGenIvf’s services, which could materially and adversely affect NewGenIvf’s operations and financial results.
Revenue from surrogacy and ancillary caring services is recognized at a point in time when the surrogate mother gives birth. Cost of revenue The following table sets forth a breakdown of NewGenIvf’s cost of revenue by the nature of the cost, in absolute amounts and as percentages of total cost of revenues, for the periods indicated.
Cost of revenue The following table sets forth a breakdown of NewGenIvf’s cost of revenue by the nature of the cost, in absolute amounts and as percentages of total cost of revenues, for the periods indicated.
For the Year ended December 31, 2024 2023 US$ % US$ % HK SAR - - 34,038 0.7 Kyrgyzstan 2,656,596 48.9 3,123,593 60.8 Cambodia 601,526 11.1 621,619 12.1 Thailand 2,175,253 40.0 1,356,903 26.4 Total revenues 5,433,375 100.0 5,136,153 100.0 NewGenIvf’s revenue results are affected by, among others, changes in sales price and the fluctuation of foreign currency rates with US dollars.
For the Year ended December 31, 2024 2025 US$ % US$ % China/HK SAR - - 41,555 0.9 Kyrgyzstan 2,656,596 48.9 2,312,348 48.9 U.S.A. - - 45,480 1.0 Cambodia 601,526 11.1 635,188 13.4 Thailand 2,175,253 40.0 1,691,862 35.8 Total revenues 5,433,375 100.0 4,726,433 100.00 NewGenIvf’s revenue results are affected by, among others, changes in sales price and the fluctuation of foreign currency rates with US dollars.
For the Year ended December 31, 2024 2023 US$ % US$ % Cost of revenues Cost of goods sold 629,620 17.5 594,984 17.2 Clinic costs 2,976,861 82.5 2,859,384 82.8 Total cost of revenues 3,606,481 100.0 3,454,368 100.0 49 Cost of goods sold.
For the Year ended December 31, 2024 2025 US$ % US$ % Cost of revenues Cost of goods sold 629,620 17.5 622,386 16.5 Clinic costs 2,976,861 82.5 3,148,201 83.5 Total cost of revenues 3,606,481 100.0 3,770,587 100.0 58 Cost of goods sold.
International traveling to Thailand, Cambodia and Kyrgyzstan may be affected by a number of factors, including local and global political, economic and cultural conditions. Furthermore, an outbreak, or threatened outbreak, of any severe contagious disease may also in turn significantly reduce the demand of traveling.
International traveling to Thailand, Cambodia and Kyrgyzstan may be affected by a number of factors, including local and global political, economic and cultural conditions.
The shares above have been adjusted retrospectively for this reverse stock split. 52 Year Ended December 31, 2024 Compared with Year Ended December 31, 2023 Revenue NewGenIvf’s revenue increased by approximately 5.8% from US$5,136,153 in 2023 to US$5,433,375 in 2024. IVF treatment services NewGenIvf’s IVF treatment service revenue increased by approximately 35.1% from US$4,021,696 in 2023 to 5,433,375 in 2024.
The shares above have been adjusted retrospectively for these reverse stock splits. 61 Year Ended December 31, 2024 Compared with Year Ended December 31, 2025 Revenue NewGenIvf’s revenue decreased by approximately 13.01% from US$5,433,375 in 2024 to US$4,726,433 in 2025. IVF treatment services NewGenIvf’s IVF treatment service revenue decreased by approximately 28.11% from US$5,433,375 in 2024 to US$3,905,863 in 2025.
Operating expenses NewGenIvf’s operating expenses consist primarily of selling and marketing expenses and general and administrative expenses. NewGenIvf’s selling and marketing expenses are primarily social media expenses. NewGenIvf’s general and administrative expenses mainly include depreciation in operating lease ROU assets, and staff salaries. Other income NewGenIvf’s other income consists primarily of partial waiver of promissory.
Operating expenses NewGenIvf’s operating expenses consist of selling and marketing expenses and general and administrative expenses. NewGenIvf’s selling and marketing expenses are primarily social media expenses. NewGenIvf’s general and administrative expenses mainly include depreciation in operating lease ROU assets, consultant and legal fees, embedded derivative fair value expense, write off of certain receivables and staff salaries.
Financing activities Net cash provided by financing activities in 2024 was US$8,675,790, primarily representing issuance of share capital utilizing equity line of credit, convertible note issuance and proceeds from issuance of promissory notes all totaling to an amount of $8,583,597. 55 Net cash used in financing activities in 2023 was US$1,881,493, primarily representing amounts advance to shareholder and repayment of prior loans from related parties.
Net cash provided by financing activities in 2024 was US$8,675,790, primarily representing issuance of share capital utilizing equity line of credit, convertible note issuance and proceeds from issuance of promissory notes all totaling to an amount of $8,583,597. 64 Contractual Obligations The following table sets forth NewGenIvf’s main contractual obligations and commitments as of December 31, 2024 and December 31, 2025.
NewGenIvf had working capital (defined as total current assets deducted by total current liabilities) of a surplus of $452,391 and US$79,000, respectively, as of December 31, 2024 and 2023. As of December 31, 2024, NewGenIvf owed US$154,453 to shareholders.
As of December 31, 2024 and 2025, NewGenIvf had US$457,740 and US$758,621, respectively, in cash and cash equivalents. NewGenIvf had working capital (defined as total current assets deducted by total current liabilities) of a surplus of $452,391 and US$5,017,221 respectively, as of December 31, 2024 and 2025. As of December 31, 2025, NewGenIvf owed US$6,421 to related parties.
Furthermore, according to CIC, a growing number of governments around the world has granted legal recognition to same-sex marriages, which brings more desires for having children to form a complete family.
Furthermore, a growing number of governments around the world has granted legal recognition to same-sex marriages, which brings more desires for having children to form a complete family. Because of the fertility rate and recent government incentive policies, such as the Three-child Policy of China in 2021, the ARS market increased significantly in Asia Pacific.
Liquidity and Capital Resources Cash flows and working capital NewGenIvf’s principal sources of liquidity have been cash flows generated from its business operations and external financing via various instruments. As of December 31, 2024 and 2023, NewGenIvf had US$457,740 and US$54,104, respectively, in cash and cash equivalents.
Net income NewGenIvf generated a net income of US$9,728,723 in 2025 while there was a net loss of US$(474,101) in 2024. Liquidity and Capital Resources Cash flows and working capital NewGenIvf’s principal sources of liquidity have been cash flows generated from its business operations and external financing via various instruments.
A 5% change in sales price would cause 5% change in NewGenIvf’s revenue. Based on the breakdown of the revenue contribution in terms of currencies used by customers for 2024, a 5% change in foreign currency rates with US dollars would cause approximately 2.4% change in NewGenIvf’s revenue.
Based on the breakdown of the revenue contribution in terms of currencies used by customers for 2025, a 10% change in foreign currency rates with US dollars would cause approximately 9.99% change in NewGenIvf’s revenue. IVF treatment services NewGenIvf generated revenue from IVF treatment services provided at facilities that NewGenIvf operated in Thailand and Cambodia.
GAAP, which requires NewGenIvf to make judgments, estimates and assumptions. NewGenIvf continually evaluates these estimates and assumptions based on the most recently available information, its historical experience and various other assumptions that NewGenIvf’s management believes to be reasonable under the circumstances.
NewGenIvf continually evaluates these estimates and assumptions based on the most recently available information, its historical experience and various other assumptions that NewGenIvf’s management believes to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from its expectations as a result of changes in NewGenIvf’s estimates.
During the year ended December 31, 2024 excess provision of US$486,706 was reversed as they are no longer deemed to be payable. Net income NewGenIvf’s incurred a net loss of US$474,101 in 2024 while there was a net income of US$108,418 in 2023.
Tax income (expense) NewGenIvf made no provision for income taxes in 2024 and 2025. There was no assessable income generated from Hong Kong, Thailand and Cambodia. During the year ended December 31, 2024 excess provision of US$486,706 was reversed as they are no longer deemed to be payable.
Profit tax for locally incorporated company is calculated at a rate of 10% of aggregate annual income less allowed deductions. 51 Results of Operations For the Year ended December 31, 2024 2023 US$ Revenues 5,433,375 5,136,153 Cost of revenues (3,606,481 ) (3,454,368 ) Gross profit 1,826,894 1,681,785 Operating expenses Selling and marketing expenses (206,314 ) (18,030 ) General and administrative expenses (2,651,075 ) (1,259,364 ) Auditor’s fees (130,000 ) (362,149 ) Total operating expenses (2,987,389 ) (1,639,543 ) Operating (loss) income (1,160,495 ) 42,242 Other income (expenses), net Other income 971,391 111,837 Interest income 6,953 518 Interest expense (778,656 ) (46,179 ) Total other income (expenses), net 199,688 66,176 (Loss) Income before taxes (960,807 ) 108,418 Tax income (expense) 486,706 — Net (loss) income (474,101 ) 108,418 Less: net income attributable to non-controlling interests 50,542 (21,775 ) Net (loss) income attributable to the shareholders of the Company (524,643 ) 130,193 Other comprehensive (loss) income Foreign currency translation adjustment 32,529 (22,704 ) Total comprehensive (loss) income (441,572 ) 85,714 Less: Total comprehensive (loss) income attributable to non-controlling interests 56,908 (27,621 ) Total comprehensive (loss) income attributable to the shareholders of the Company (498,480 ) 113,335 Earnings per share – basic (1.32 ) 3.53 – diluted (0.64 ) 3.53 Weighted average shares outstanding * – basic 358,108 30,757 - diluted 743,323 30,757 * Subsequent to 2024 year end, the Company carried out a 1-for-20 reverse stock split of its issued and unissued shares which was effected on February 11, 2025.
Results of Operations For the Year ended December 31, 2024 2025 US$ Revenues 5,433,375 4,726,433 Cost of revenues (3,606,481 ) (3,770,587 ) Gross profit 1,826,894 955,846 Operating expenses Selling and marketing expenses (206,314 ) (1,188,711 ) General and administrative expenses (2,781,075 ) (10,493,596 ) Total operating expenses (2,987,389 ) (11,682,306 ) Operating (loss) income (1,160,495 ) (10,726,461 ) Other income (expenses), net Other income (expense), net 971,391 (8,099 ) Bargain purchase gain - 21,653,835 Loss on digital assets, net - (332,480 ) Loss on financial assets, net - (700,631 ) Gain on embedded derivative - 456,731 Interest income 6,953 2,251 Finance costs (778,656 ) (616,423 ) Total other income (expenses), net 199,688 20,455,184 (Loss) Income before taxes (960,807 ) 9,728,723 Tax income (expense) 486,706 - Net (loss) income (474,101 ) 9,728,723 Less: net income attributable to non-controlling interests 50,542 (150,685 ) Net (loss) income attributable to the shareholders of the Company (524,643 ) 9,879,408 Other comprehensive income (loss) Foreign currency translation adjustment 32,529 (222,944 ) Total comprehensive (loss) income (441,572 ) 9,505,779 Less: Total comprehensive income (loss) attributable to non-controlling interests 56,908 (211,683 ) Total comprehensive (loss) income attributable to the shareholders of the Company (498,480 ) 9,717,462 Earnings per share – basic (4,408.76 ) 214.73 – diluted (4,408.76 ) 3.04 Weighted average shares outstanding * – basic 119 46,009 - diluted 119 3,250,020 * Subsequent to 2024 year end, the Company carried out a 1-for-20 reverse stock split, a 1-for-10 reverse stock split, a 1-for-5 reverse stock split, a 1-for-5 reverse stock split, a 1-for-3 reverse stock split and a 1-for-4 reverse stock split of its issued and unissued shares which was effected on February 11, 2025, May 5, 2025, August 4, 2025, December 1, 2025, January 26, 2026 and March 16, 2026 respectively.
Cost of goods sold NewGenIvf’s cost of goods sold increased by approximately 5.8% from US$594,984 in 2023 to US$629,620 in 2024, primarily attributed to the increase on procurement costs. The increase in IVF treatment services, directly leading to increase in cost of goods sold.
Cost of revenue NewGenIvf’s cost of revenue increased by approximately 4.55% from US$3,606,481 in 2024 to US$3,770,587 in 2025. Cost of goods sold NewGenIvf’s cost of goods sold decreased by approximately 1.15% from US$629,620 in 2024 to US$622,386 in 2025, primarily attributed to the decrease on procurement costs.
The difference between NewGenIvf’s net profit of US$108,418 for the year ended December 31, 2023 and the net cash used in operating activities was primarily attributable to refund of payment from clients from the contract liabilities and the expenses spent on the legal and professional cost which was capitalized in the book of 2023.
The difference between NewGenIvf’s net profit of US$9,728,723 for the year ended December 31, 2025 and the net cash used in operating activities was primarily attributable to bargain purchase gain of US$21.7m on acquisition of Nodexus and Microsort businesses. Net cash used in operating activities was US$8,264,074 for the year ended December 31, 2024.
Investing activities Net cash used in investing activities in 2024 was US$53,045, primarily representing purchase of plant and equipment. Net cash used in investing activities in 2023 was US$69,848, primarily representing purchase of plant and equipment.
Net cash used in investing activities in 2024 was US$53,045, primarily representing purchase of plant and equipment. Financing activities Net cash provided by financing activities in 2025 was US$18,992,758, primarily representing issuance of share capital of US$12.6m utilizing equity line of credit, convertible note issuance of US$6.8m and settlement of $500,000 for a promissory note.
Clinic costs NewGenIvf’s clinic costs increased by approximately 4.1% from US$2,859,384 in 2023 to US$2,976,861 in 2024, primarily due to the relocation arrangement, certain daily operating schedules stopped, resulting in the clinic’s service being temporarily ceased.
Clinic costs NewGenIvf’s clinic costs increased by approximately 5.76% from US$2,976,861 in 2024 to US$3,148,201 in 2025, primarily due to clinic staff turnover in Thailand.
This increase was primarily the result of our continued expansion of clinics in Thailand and clinic in Kyrgyzstan focusing on IVF services. Surrogacy and ancillary caring services NewGenIvf’s surrogacy and ancillary caring services revenue decreased by approximately 100.0% from US$1,114,457 in 2023 to US$ Nil in 2024.
This decrease was primarily the result of change of management in Thailand clinic and new clinic set-up in Kyrgyzstan focusing on IVF services in late 2024. Fertility Referral services In 2025, NewGenIvf’s derived fertility referral services of US$820,570 revenue from referring customers to outside agents for IVF and surrogacy services while no such revenue was recorded in 2024.
NewGenIvf’s gross margin slightly increased from 32.7% in 2023 to 33.6% in 2024. 53 Operating expenses NewGenIvf’s operating expenses increased by approximately 82.2% from US$1,639,543 in 2023 to US$2,987,389 in 2024, primarily attributable to (i) professional fees of US$769,820 incurred in 2024 being related to business combination with ACSA and the convertible note financing; (ii) license fee of US$123,000 in 2024 related to the use of MicroSort technology; and (iii) staff and director salary and personnel cost of US$888,861 in 2024 due to enlargement of sales force and administrative staff to implement our business expansion pan.
This is primarily due to the drop of sales revenue while the overhead costs of clinic was not reduced accordingly. 62 Operating expenses NewGenIvf’s operating expenses increased by approximately 291.05% from US$2,987,389 in 2024 to US$11,682,307 in 2025, primarily attributable to (i) professional fees of US$1,861,572 incurred in 2025 being related to real estate development project in United Arab of Emirates, valuation fees on acquisition of Nodexus (ii) staff and director salary and personnel cost of US$2,910,173 in 2025 due to enlargement of sales/marketing force and administrative staff to implement our business expansion pan and bonus related to maintaining listing status in Nasdaq and increasing share capitalization; and (iii) write-off of certain agency deposit and artwork of US$1,105,370.
Removed
According to CIC, because of the fertility rate and recent government incentive policies, such as the Three-child Policy of China in 2021, the ARS market increased significantly in Asia Pacific.
Added
In Thailand , the political landscape has recently consolidated under a conservative government following February 2026 elections, with Prime Minister Anutin Charnvirakul’s Bhumjaithai Party securing victory by emphasizing nationalism and border security amid ongoing tensions with Cambodia.
Removed
However, according to World Bank Group, China’s GDP grew 5.2% and 3% in 2023 and 2022 respectively. In 2024, according to National Bureau of Statistics of China, China GDP grew 5%.
Added
These border disputes have prompted multiple governments, including Austria and the UK, to issue advisories warning against travel to the Thai-Cambodia border region and parts of southern Thailand. In Cambodia , authorities strongly assert the country remains “safe, secure, and stable” for tourists, with major destinations like Phnom Penh and Siem Reap operating normally despite diplomatic tensions with Thailand.
Removed
NewGenIvf believes that if recovery of the PRC economy is sustainable, it might increase the demand for NewgenIvf’s services and therefore in turn affect NewGenIvf’s results of operations. 46 Fluctuation of costs NewGenIvf’s costs primarily include clinic costs, cost of goods sold, selling and marketing expenses and general and administrative expenses, details of which are set out below. ● Clinic costs.
Added
However, the government has made defending territorial integrity its “highest priority” as it seeks international attention regarding the border dispute. In Kyrgyzstan , travelers face a different set of considerations, including recent security agency restructuring and detentions that signal political consolidation at the highest levels.
Removed
For example, the COVID-19 pandemic has had resulted in a number of countries declaring a state of emergency and a number of countries, including the countries in Asian Pacific, imposing extensive travel restrictions. NewGenIvf’s revenue in the year 2021 was significantly adversely affected due to the impact from COVID-19 travel restrictions.
Added
The Chinese embassy has advised visitors to exercise heightened vigilance, respect local laws, avoid border areas prone to natural hazards, and be aware of potential scams, reflecting ongoing regional stability concerns.
Removed
In addition, a Chinese crime thriller, No More Bets , which has grossed more than $500 million at the international box office since its August 2023 release and which tells the harrowing story of characters being lured and kidnapped into a violent scam ring in an unnamed Southeast Asian country after accepting lucrative overseas job offers, and the continuing social media coverage may have brought fears and safety concerns to Chinese tourists of being scammed and kidnapped in Thailand and Cambodia.
Added
The recent war involving the US, Israel, and Iran has severely disrupted international travel, beginning with the immediate closure of airspace over several Middle Eastern countries and the suspension of flights through critical hubs like Dubai and Doha, which has stranded hundreds of thousands of passengers.
Removed
In addition, in October 2023, a 14-year-old with a gun opened fire in a luxury shopping mall in downtown Bangkok, killing two people and injuring five in one of Thailand’s most popular tourist destinations.
Added
This has forced airlines to cancel thousands of flights or take longer, more expensive routes, leading to a surge in ticket prices and the imposition of new fuel surcharges that are affecting travelers globally.
Removed
IVF treatment services NewGenIvf generated revenue from IVF treatment services provided at facilities that NewGenIvf operated in Thailand and Cambodia. In addition, NewGenIvf also recognized revenues from IVF treatments included in surrogacy services performed in Kyrgyzstan.
Added
Governments have responded by issuing widespread “do not travel” warnings for the region and organizing evacuations, while embassies have halted routine visa services, further complicating international mobility. The compounded effect is a climate of uncertainty where even trips not destined for the Middle East face potential delays, higher costs, and complex rebooking challenges.
Removed
Surrogacy and ancillary caring services NewGenIvf also generated revenue of US$1,114,457 from surrogacy and related ancillary caring services, approximately 21.7% of its total revenue in 2023, provided at facilities that NewGenIvf operated in Kyrgyzstan. In 2024, due to the reorganization of the Kyrgyzstan operations, NewGenIvf did not generate any revenue from surrogacy and related ancillary caring services.
Added
Fertility Referral services NewGenIvf also generated revenue of US$820,570 from fertility referral services, approximately 17.4% of its total revenue in 2025. Fertility referral service revenue is recognized at a point in time when the customers are referred to our agents and commission is received from the agents.
Removed
In surrogacy and ancillary caring services, embryo from intending parents is implanted in the surrogate mother sub-contracted by NewGenIvf. During the pregnancy period of the surrogate mother, NewGenIvf provides ancillary caring services including maternity caring services such as regular body check and provision of vitamins, supplements and medicines to surrogate mothers, documentation service, and hotel accommodation services.
Added
Other income (expense) NewGenIvf’s other income consists primarily of bargain purchase gain on acquisition of the MicroSort and Nodexus businesses, offset partially by the losses arising from investment in digital assets and financial assets.
Removed
This decrease was primarily the result of temporary cessation of surrogacy business due to the reorganization of Kyrgyzstan business operation. Cost of revenue NewGenIvf’s cost of revenue increased by approximately 4.4% from US$3,454,368 in 2023 to 3,606,481 in 2024.
Added
Profit tax for locally incorporated company is calculated at a rate of 10% of aggregate annual income less allowed deductions. 60 U.S.A . NewGenIvf is subject to a corporate income tax on its aggregate annual income earned worldwide from its U.S. operations at a flat 21% on net income.
Removed
Other income NewGenIvf’s other income increased from US$111,837 in 2023 to US$971,391 in 2024, primarily attributable to a partial waiver of promissory note and legal fee payable. Interest expense NewGenIvf’s interest expense increased from US$46,179 in 2023 to US$778,656 in 2024 as a result of more interest expenses on convertible note issuance in 2024.
Added
In addition to federal obligations, there is a graduated state income tax rate that applies to corporate income, with a top rate of 6.6% on income over $60,000.
Removed
Tax income (expense) NewGenIvf made no provision for income taxes in 2024 and 2023. Thailand’s taxable income in 2024, if any, would be offset by the tax loss carryforward from previous years.
Added
Moreover, when the Company’s US operation pays a dividend to its offshore parent company, the payment is generally subject to a US federal withholding tax, typically at a statutory rate of 30% on the gross amount.
Removed
With the disposition of First Fertility Bishkek LLC in 2024, income tax liabilities, if any, in Kyrgyzstan would be borne by the new shareholder of First Fertility Bishkek LLC. There was no assessable income generated from Hong Kong and Cambodia.
Added
NewGenIvf’s gross margin decreased from 33.6% in 2024 to 20.2% in 2025.
Removed
Net cash used in operating activities was US$1,766,135 for the year ended December 31, 2023.
Added
Other income NewGenIvf’s other income increased from US$971,391 in 2024 to US$21,069,356 in 2025, primarily attributable to a non-cash, bargain purchase gain recognized on the acquisition of Nodexus and Microsort businesses of $21,653,835, gain on embedded derivative of $456,731, loss on investment in digital assets, net of $332,480 and loss on investment on financial assets, net of $700,631.
Removed
Contractual Obligations The following table sets forth NewGenIvf’s main contractual obligations and commitments as of December 31, 2024 and December 31, 2023.
Added
Finance Costs NewGenIvf’s finance costs decreased by approximately 20.84% from US$778,656 in 2024 to US$616,423 in 2025 as a result of securing a lower interest rate on convertible notes issued during the year and some convertible notes being issued second half of 2025 for financing new business initiatives including real estate development project in United Arab of Emirates, supplement business and tokenization project.
Removed
Since the use of estimates is an integral component of the financial reporting process, actual results could differ from its expectations as a result of changes in NewGenIvf’s estimates.
Added
Investing activities Net cash used in investing activities in 2025 was US$7,559,774, primarily representing reservation money of US$4.6m paid for the real estate development project in United Arab of Emirates, as well as cash paid for investment in digital assets of $1,000,000, amounts held in custody for investments of $760,000 and cash paid for acquisition of businesses in 2025 of $1,050,000.
Removed
NewGenIvf’s management believes the following accounting policies involve the most significant judgments and estimates used in the preparation of their financial statements.
Added
Business combination and gain on bargain purchase The Company adopted ASC 805, the accounting for business combinations which requires the application of the acquisition method. This method mandates that the acquiring entity recognize all assets acquired and liabilities assumed at their acquisition-date fair values.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

23 edited+4 added−3 removed37 unchanged
The Audit Committee will be responsible for, among other things: ● establishing clear hiring policies for employees or former employees of the independent auditors; ● reviewing and recommending to the Board for approval, the appointment, reappointment or removal of the independent auditor, after considering its annual performance evaluation of the independent auditor; 62 ● approving the remuneration and terms of engagement of the independent auditor and pre-approving all auditing and non-auditing services permitted to be performed by the Company’s independent auditors at least annually; ● obtaining a written report from the Company’s independent auditor describing matters relating to its independence and quality control procedures; ● reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response; ● discussing with the Company’s independent auditor, among other things, the audits of the financial statements, including whether any material information should be disclosed, in addition to issues regarding accounting and auditing principles and practices; ● reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; ● discussing the annual audited financial statements with management and the independent registered public accounting firm; ● reviewing policies with respect to risk assessment and risk management; ● reviewing the adequacy and effectiveness of the Company’s accounting and internal control policies and procedures and any special steps taken to monitor and control major financial risk exposures; ● periodically reviewing and reassessing the adequacy of the committee charter; ● approving annual audit plans, and undertaking an annual performance evaluation of the internal audit function; ● establishing and overseeing procedures for the handling of complaints and whistleblowing; ● meeting separately and periodically with management, the internal auditors and the independent registered public accounting firm; ● monitoring compliance with the Company’s code of business conduct and ethics, including reviewing the adequacy and effectiveness of its procedures to ensure proper compliance; ● reporting periodically to the Board; and ● such other matters that are specifically delegated to the Company’s Audit Committee by the Board from time to time.
The Audit Committee will be responsible for, among other things: ● establishing clear hiring policies for employees or former employees of the independent auditors; ● reviewing and recommending to the Board for approval, the appointment, reappointment or removal of the independent auditor, after considering its annual performance evaluation of the independent auditor; ● approving the remuneration and terms of engagement of the independent auditor and pre-approving all auditing and non-auditing services permitted to be performed by the Company’s independent auditors at least annually; ● obtaining a written report from the Company’s independent auditor describing matters relating to its independence and quality control procedures; ● reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response; ● discussing with the Company’s independent auditor, among other things, the audits of the financial statements, including whether any material information should be disclosed, in addition to issues regarding accounting and auditing principles and practices; ● reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; 70 ● discussing the annual audited financial statements with management and the independent registered public accounting firm; ● reviewing policies with respect to risk assessment and risk management; ● reviewing the adequacy and effectiveness of the Company’s accounting and internal control policies and procedures and any special steps taken to monitor and control major financial risk exposures; ● periodically reviewing and reassessing the adequacy of the committee charter; ● approving annual audit plans, and undertaking an annual performance evaluation of the internal audit function; ● establishing and overseeing procedures for the handling of complaints and whistleblowing; ● meeting separately and periodically with management, the internal auditors and the independent registered public accounting firm; ● monitoring compliance with the Company’s code of business conduct and ethics, including reviewing the adequacy and effectiveness of its procedures to ensure proper compliance; ● reporting periodically to the Board; and ● such other matters that are specifically delegated to the Company’s Audit Committee by the Board from time to time.
A copy of the Compensation Committee’s current charter is available at our corporate website at: www.newgenivf.com. Nominating and Corporate Governance Committee. The Company’s Nominating and Corporate Governance Committee consist of Mr. Wing Fung Alfred Siu, Ms. Hei Yue Tina Fong, and Mr. Hok Man Jefferson Au. The Chairman of the Nominating and Corporate Governance Committee is Mr. Siu.
A copy of the Compensation Committee’s current charter is available at our corporate website at: www.newgenivf.com. 71 Nominating and Corporate Governance Committee. The Company’s Nominating and Corporate Governance Committee consist of Mr. Wing Fung Alfred Siu, Ms. Hei Yue Tina Fong, and Mr. Hok Man Jefferson Au. The Chairman of the Nominating and Corporate Governance Committee is Mr. Siu.
Chan brings a deep understanding of Asia Pacific markets and a strategic vision that will drive the Company’s continued growth and success. 60 Chun Wa Tam . Mr. Tam has served as NewGenIvf’s independent director since November 29, 2024. Mr.
Chan brings a deep understanding of Asia Pacific markets and a strategic vision that will drive the Company’s continued growth and success. Chun Wa Tam . Mr. Tam has served as NewGenIvf’s independent director since November 29, 2024. Mr.
The number of Shares may be made available from Shares held in treasury or authorized but unissued shares of the Company not reserved for any other purpose. 61 Administration The Share Incentive Plan shall be administered by the Committee.
The number of Shares may be made available from Shares held in treasury or authorized but unissued shares of the Company not reserved for any other purpose. Administration The Share Incentive Plan shall be administered by the Committee.
Director Agreements We have entered into director agreements with our directors, which require us to maintain director and officer liability insurance for our directors, provide reimbursements for business related travel and accommodation and other reasonable expenses, and an annual remuneration of between $20,000 to $25,000 for our independent directors, and $190,000 for our executive directors. D.
Director Agreements We have entered into director agreements with our directors, which require us to maintain director and officer liability insurance for our directors, provide reimbursements for business related travel and accommodation and other reasonable expenses, and an annual remuneration of between $20,000 for our independent directors, and $325,000 for our executive directors. D.
The functions and powers of the Board include, among other things, (i) convening shareholder meetings at such times and in such manner and places as the director considers necessary or desirable, (ii) declaring dividends, (iii) appointing directors or officers and determining their terms of offices and responsibilities, and (iv) approving the transfer of shares of the Company, including the registering of such shares in the Company’s share register.
The functions and powers of the Board include, among other things, (i) convening shareholder meetings at such times and in such manner and places as the director considers necessary or desirable, (ii) declaring dividends, (iii) appointing directors or officers and determining their terms of offices and responsibilities, and (iv) approving the transfer of shares of the Company, including the registering of such shares in the Company’s share register. 72 Terms of Directors and Officers The Company’s officers are elected by and serve at the discretion of the Board.
Name Age Title Wing Fung Alfred Siu 69 Chairman of the Board of Directors, Chief Executive Officer Hei Yue Tina Fong 43 Director, Chief Marketing Officer Hok Man Jefferson Au 44 Independent Director Florianna Ann Chi Wan Chan 45 Independent Director Chun Wa Tam 61 Independent Director Ho Fai Chung 61 Chief Financial Officer Wing Fung Alfred Siu .
Name Age Title Wing Fung Alfred Siu 71 Chairman of the Board of Directors, Chief Executive Officer Hei Yue Tina Fong 44 Director, Chief Marketing Officer Hok Man Jefferson Au 45 Independent Director Florianna Ann Chi Wan Chan 45 Independent Director Chun Wa Tam 62 Independent Director Ho Fai Chung 62 Chief Financial Officer 67 Wing Fung Alfred Siu .
A copy of the audit committee’s current charter is available at our corporate website at www.newgenivf.com. 63 Compensation Committee. Our Compensation Committee (“Compensation Committee”) consists of Mr. Wing Fung Alfred Siu and Ms. Hei Yue Tina Fong. The Chairman of the Compensation Committee is Mr. Siu. The Company has determined that Mr.
A copy of the audit committee’s current charter is available at our corporate website at www.newgenivf.com. Compensation Committee. Our Compensation Committee (“Compensation Committee”) consists of Mr. Wing Fung Alfred Siu, Ms Florianna Anne Chi Wan Chan and Ms. Hei Yue Tina Fong. The Chairman of the Compensation Committee is Mr. Siu. The Company has determined that Ms.
Disclosure of a registrant’s action to recover erroneously awarded compensation. Not applicable. 66
Disclosure of a registrant’s action to recover erroneously awarded compensation. Not applicable. 74
Our Audit Committee consists of Mr. Hok Man Jefferson Au and Mr Tam Chun Wa. We have determined that all of these individuals satisfy the “independence” requirements of NASDAQ Rule 5605 and Rule 10A-3 under the Exchange Act. Our Board has determined that Mr.
Our Audit Committee consists of Mr. Hok Man Jefferson Au, Mr Tam Chun Wa and Ms Florianna Ann Chi Wan Chan. We have determined that all of these individuals satisfy the “independence” requirements of NASDAQ Rule 5605 and Rule 10A-3 under the Exchange Act. Our Board has determined that Mr.
Employees As of December 31, 2024, NewGenIvf had 76 full-time employees, of which 64 are based in Thailand, Cambodia and Kyrgyzstan. NewGenIvf aims to attract and retain employees with the skills, and experience necessary to implement its growth strategy.
Employees NewGenIvf has 87 full-time employees as of December 31, 2025, of which 72 are based in Thailand, Cambodia and Kyrgyzstan. NewGenIvf aims to attract and retain employees with the skills, and experience necessary to implement its growth strategy.
A copy of the Nominating and Corporate Governance Committee’s current charter is available at our corporate website at www.newgenivf.com. 64 Duties and Functions of Directors Under the laws of the British Virgin Islands, the Company’s directors owe fiduciary duties to the Company, including duty to act honestly and in good faith in what the directors believe to be in the best interests of the company, duty to exercise powers for a proper purpose and directors shall not act, or agree to act, in a matter that contravenes the BVI Companies Act or the Memorandum and Articles of Association, duty to exercise the care, diligence and skill that a reasonable director would exercise in the circumstances, and duty to avoid conflicts of interest.
Duties and Functions of Directors Under the laws of the British Virgin Islands, the Company’s directors owe fiduciary duties to the Company, including duty to act honestly and in good faith in what the directors believe to be in the best interests of the company, duty to exercise powers for a proper purpose and directors shall not act, or agree to act, in a matter that contravenes the BVI Companies Act or the Memorandum and Articles of Association, duty to exercise the care, diligence and skill that a reasonable director would exercise in the circumstances, and duty to avoid conflicts of interest.
The following table sets forth the number of its employees in Thailand, Cambodia and Kyrgyzstan by function as of December 31, 2024: Function Number of employees Thailand Medical professionals 16 Administrative staff and others 14 Sub-total 30 Cambodia Medical professionals 12 Administrative staff and others 13 Sub-total 25 Kyrgyzstan Medical professionals 3 Administrative staff and others 6 Sub-total 9 China Administrative staff and others 4 Hong Kong Administrative staff and others 6 Total 76 We believe that we maintain a good working relationship with our employees and we have not experienced any significant labor disputes. 65 E.
The following table sets forth the number of its employees in Thailand, Cambodia and Kyrgyzstan by function as of December 31, 2025: Function Number of employees Thailand Medical professionals 16 Administrative staff and others 22 Sub-total 38 Cambodia Medical professionals 13 Administrative staff and others 12 Sub-total 25 Kyrgyzstan Medical professionals 3 Administrative staff and others 7 Sub-total 10 Hong Kong Administrative staff and others 14 Total 87 We believe that we maintain a good working relationship with our employees and we have not experienced any significant labor disputes. 73 E.
Share Ownership Except as specifically noted, the following table sets forth information with respect to the beneficial ownership of our ordinary shares as of the date of this annual report by: ● each of our directors and executive officers; and ● each of our principal shareholders who beneficially own more than 5% of our total outstanding ordinary shares; The calculations in the table below are based on 7,508,094 ordinary shares outstanding, including 7,302,819 Class A Ordinary Shares and 205,275 Class B Ordinary Shares, as of April 20, 2025 .
Share Ownership Except as specifically noted, the following table sets forth information with respect to the beneficial ownership of our ordinary shares as of the date of this annual report by: ● each of our directors and executive officers; and ● each of our principal shareholders who beneficially own more than 5% of our total outstanding ordinary shares; The calculations in the table below are based on 568,542 ordinary shares outstanding, including 568,473 Class A Ordinary Shares and 69 Class B Ordinary Shares, as of March 27, 2026 .
The maximum aggregate number of Shares that are available for awards shall initially be 1,054,260 ordinary shares of the Company, which may be increased from time to time as determined by the Board or the Compensation Committee of the Board (the “Committee”) to allow for the total maximum number of Shares subject to the Plan to be 20% of the then outstanding ordinary shares of the Company at the time of such increase.
Under the Plan, the total maximum Shares subject to the Plan may be increased by the Board or the Compensation Committee of the Board (the “Committee”) from time to time to allow for the total maximum number of Shares subject to the Plan to be 20% of the then outstanding ordinary shares of the Company at the time of such increase.
The Committee’s decisions (including any failure to make decisions) shall be binding upon all persons, including the Company, shareholders, Employers, and each Employee, Director, Consultant or Participant, and shall be given deference in any proceeding with respect thereto.
The Committee’s decisions (including any failure to make decisions) shall be binding upon all persons, including the Company, shareholders, Employers, and each Employee, Director, Consultant or Participant, and shall be given deference in any proceeding with respect thereto. 69 Eligibility The Share Incentive Plan is open to any Employee, Director or Consultant who, in the opinion of the Committee, has the capacity to contribute to the success of the Company is eligible to be a Participant.
Family Relationships Mr. Wing Fung Alfred Siu and Ms. Hei Yue Tina Fong are husband and wife. Other than as disclosed in this Report, none of the directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K.
Other than as disclosed in this Report, none of the directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K.
Foo satisfies the “independence” requirements of Rule 5605(c)(2) of the Nasdaq Stock Market Listing Rules. Upon Mr. Foo’s resignation on April 4, 2025 from all his positions, Ms Florianna Anne Chi Wan Chan, having satisfied the requirements as mentioned, was appointed to the Committee on April 15,2025.
Chan satisfies the “independence” requirements of Rule 5605(c)(2) of the Nasdaq Stock Market Listing Rules. Ms Florianna Anne Chi Wan Chan, having satisfied the requirements as mentioned, was appointed to the Committee on April 15,2025. The Compensation Committee assists the Board in reviewing and approving compensation structure, including all forms of compensation relating to the Company’s directors and executive officers.
The Compensation Committee assists the Board in reviewing and approving compensation structure, including all forms of compensation relating to the Company’s directors and executive officers. The Company’s Chief Executive Officer may not be present at any committee meeting during which their compensation is deliberated upon.
The Company’s Chief Executive Officer may not be present at any committee meeting during which their compensation is deliberated upon.
Our subsidiary in Hong Kong is required by the applicable local laws and regulations to make contributions to Mandatory Provident Fund. Share Incentive Plans We adopted a share incentive plan on April 3, 2024, which was subsequently amended by the approval of our Board on March 28, 2025 (the “Share Incentive Plan” or “Plan”).
Share Incentive Plans We adopted a share incentive plan on April 3, 2024, which was subsequently amended by the approval of our Board on March 28, 2025 (the “Share Incentive Plan” or “Plan”). The following summarizes the material terms of the Share Incentive Plan: Shares Subject to the Plan.
Tam is also a member of Hong Kong Institute of Certified Public Accountants, CPA (Australia) and Institute of Singapore Chartered Accountants. Mr. Tam has more than 30 years in the areas of auditing, accounting, tax, investment banking and company secretarial work. Election of Officers Our executive officers are appointed by, and serve at the discretion of, the Board of Directors.
Tam has more than 30 years in the areas of auditing, accounting, tax, investment banking and company secretarial work. 68 Election of Officers Our executive officers are appointed by, and serve at the discretion of, the Board of Directors. Family Relationships Mr. Wing Fung Alfred Siu and Ms. Hei Yue Tina Fong are husband and wife.
Name of Beneficial Owner Number of Class A Ordinary Shares Number of class B Ordinary Shares % of Outstanding Shares % of Voting Power Five Percent Holders other than our Directors and Officers JAK Opportunities VI LLC 729,551 9.99 % 2.62 % Directors and Named Executive Officers: Wing Fung Alfred Siu 88,975 1.19 % 31.97 % Hei Yue Tina Fong 116,300 1.55 % 41.79 % Hok Man Jefferson Au - - Chun Wa Tam - - Ho Fai Chung - - All Directors and Executive Officers as Group 205,275 2.74 % 73.76 % F.
Name of Beneficial Owner Number of Class A Ordinary Shares Number of class B Ordinary Shares % of Outstanding Shares % of Voting Power Directors and Named Executive Officers: Wing Fung Alfred Siu 30 0.005 % 0.517 % Hei Yue Tina Fong 39 0.007 % 0.678 % Hok Man Jefferson Au - - Chun Wa Tam - - Florianna Anne Chi Wan Chan Ho Fai Chung - - All Directors and Executive Officers as Group 69 0.012 % 1.195 % F.
Compensation Compensation of Directors and Officers In 2024, we paid an aggregate of US$380,000 in cash compensation to our directors and executive officers as a group, respectively. Our directors and executive officers do not receive pension, retirement or other similar benefits, and we have not set aside or accrued any amount to provide such benefits to our executive officers.
Compensation Compensation of Directors and Officers In 2025, we paid an aggregate of about US$1.8m in cash compensation, including benefits, to our directors and executive officers as a group, respectively.
Removed
The following summarizes the material terms of the Share Incentive Plan: Shares Subject to the Plan.
Added
Tam is also a member of Hong Kong Institute of Certified Public Accountants, CPA (Australia) and Institute of Singapore Chartered Accountants. Mr.
Removed
Eligibility The Share Incentive Plan is open to any Employee, Director or Consultant who, in the opinion of the Committee, has the capacity to contribute to the success of the Company is eligible to be a Participant.
Added
Our directors and executive officers do not receive pension, retirement or other similar benefits, and we have not set aside or accrued any amount to provide such benefits to our executive officers. Our subsidiary in Hong Kong is required by the applicable local laws and regulations to make contributions to Mandatory Provident Fund.
Removed
Terms of Directors and Officers The Company’s officers are elected by and serve at the discretion of the Board.
Added
The maximum aggregate number of Shares that are available for awards shall initially be 1,054,260 ordinary shares of the Company (351 ordinary shares as adjusted for reverse stock splits in May 2025, August 2025, December 2025, January 2026 and March 2026), and has been increased by the Board to 454,812 ordinary shares (113,703 ordinary shares as adjusted by reverse stock split in 16 March 2026) of the Company as of the date of this Report.
Added
A copy of the Nominating and Corporate Governance Committee’s current charter is available at our corporate website at www.newgenivf.com.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

4 edited+2 added−8 removed0 unchanged
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. Major Shareholders Please refer to “Item 6.E. Directors, Senior Management and Employees—Share Ownership.” B. Related Party Transactions A summary of related parties of the Company is as follows: Relationship Mr. Siu, Wing Fung Alfred and Ms. Fong, Hei Yue Tina* Shareholders and directors Harcourt Limited Controlled by Mr.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. Major Shareholders Please refer to “Item 6.E. Directors, Senior Management and Employees—Share Ownership.” B. Related Party Transactions A summary of related parties of the Company is as follows: Relationship Mr. Siu, Wing Fung Alfred and Ms. Fong, Hei Yue Tina* Shareholders and directors Harcourt Limited Controlled by Mr. Siu Mr.
Siu, Wing Fung Alfred was US$125,000 and US$190,000 during the year ended December 31, 2023 and 2024, respectively. The remuneration during the years ended December 31, 2023 and 2024 was all in the nature of the fair value of the services provided by Mr. Siu and Ms. Fong. Mr.
The remuneration during the years ended December 31, 2024 and 2025 was all in the nature of the fair value of the services provided by Mr. Siu and Ms. Fong.
This warrant remains unexercised as of December 31, 2024. The coupon interest expense to JAK amounted to $308,751 and $nil for the year ended December 31, 2024 and 2023 respectively. C. Interests of Experts and Counsel No disclosure is required in response to this Item.
Jaspar Siu During the year ended December 31, 2025, Mr. Daniel Siu and Mr. Jaspar Siu provided consulting services for NewGenIvf with respect to fund raising and other capital activities, and received a total of $219,045 and $65,000 respectively. C. Interests of Experts and Counsel No disclosure is required in response to this Item.
Siu JAK Opportunities VI LLC 5% or more shareholder and convertible note holder * Ms. Fong is the spouse of Mr. Siu Transaction with Mr. Wing Fung Alfred Siu and Ms. Hei Yue Tina Fong Historically, certain amount of cash provided by operating activities was given to Mr. Wing Fung Alfred Siu and Ms.
Daniel Wai To Siu Mr. Siu’s son Mr. Jaspar Siu Mr. Siu’s son * Ms. Fong is the spouse of Mr. Siu Transaction with Mr. Wing Fung Alfred Siu and Ms. Hei Yue Tina Fong NewGenIvf recorded remuneration to its directors, Mr. Siu and Ms. Fong. The total remuneration to Mr.
Removed
Hei Yue Tina Fong, resulting in amount due from them. For the year ended December 31, 2023, the largest aggregate amount due from Mr. Siu, Wing Fung Alfred and Ms. Fong, Hei Yue Tina was US$2,240,872. Mr. Siu and Ms.
Added
Siu, Wing Fung Alfred and Ms Hei Yue Tina Fong was US$380,000 and US$1.76m (including a one-time bonus of $750,000 for maintaining Nasdaq listing status and achieving targeted share capitalization level and benefits paid) during the year ended December 31, 2024 and 2025, respectively.
Removed
Fong had repaid the outstanding amounts due pursuant to the terms and conditions of the repayment agreement dated August 14, 2023. As of December 31, 2024, the aggregate balance of amount due to Mr. Siu and Ms. Fong was US$92,651. In addition, NewGenIvf also recorded remuneration to its directors, Mr. Siu and Ms. Fong. The remuneration to Mr.
Added
Transaction with Harcourt Limited During the year ended December 31, 2025, NewGenIvf entered into a service agreement with Harcourt Limited, which is controlled by Mr Siu and Ms Fong, and paid a total of $230,772 as administrative support fee. This service agreement was duly approved by the Board. Transaction with Mr. Daniel Siu and Mr.
Removed
Siu Wing Fung also entered into agreement to waive the balance of due from the Company of US$88,151 in 2023. Transaction with JAK Opportunities VI LLC On April 3, 2024, the Company issued an aggregate principal amount of promissory notes of $2,000,000 to JAK OPPORTUNITIES VI LLC (“JAK”).
Removed
On August 7, 2024, the Company entered into a Securities Purchase Agreement (“Securities Purchase Agreement”) with JAK, pursuant to which, amongst other things: (i) the Company agreed to sell, at an initial closing (and such initial closing, the “Initial Closing”), (a) a senior convertible note (the “Initial Note”) in the aggregate original principal amount not exceeding $1,100,000, convertible into Class A Ordinary Shares pursuant to its terms, (b) a warrant to purchase 1,325,301 Class A Ordinary Shares (such warrant, the “Series A Warrant”), and (c) a warrant to purchase 180,722 Class A Ordinary Shares (the “Series B Warrant”); and (ii) the Company may require JAK (or JAK may require the Company, as applicable) to participate in the sale of (a) one or more additional convertible notes (which aggregate original principal amount for all additional convertible notes shall not exceed $9,500,000) (the “Additional Notes”) and (b) related Warrants.
Removed
A copy of the Securities Purchase Agreement is filed as Exhibit 4.25 to this Report.
Removed
Additionally, in connection with the Securities Purchase Agreement, the Company entered into amendment and exchange agreements with JAK, pursuant to which the Company exchanged the Existing Notes by issuing, among other things, (i) senior convertible notes in the aggregate principal amount of $2,700,000 (the “Exchange Notes”, and, together with the Initial Note and the Additional Notes, the “Notes”) and (b) a series of warrants to initially acquire up to a certain number of Ordinary Shares to JAK.
Removed
The Exchange Notes are in substantially similar form to the Initial Notes During the year ended December 31, 2024, a total of $5,800,000 convertible notes were issued to JAK. JAK had converted $2,650,000 into Class A Ordinary Shares. The outstanding convertible note as of December 31, 2024 was $3,150,000.
Removed
As of December 31, 2024, the warrants issued pursuant to the convertible notes amount to 6,174,690 Series A warrant, 180,722 warrant B and 3,253,012 warrant C which entitles the holder to exercise its rights to purchase Class A ordinary shares in the Company at an exercise price of $0.913, $0.001 and $0.924 respectively, subject to certain criteria set within the agreement.

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