As filed with the Securities and Exchange Commission on March 2, 2026 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEWGENIVF GROUP LIMITED (Exact name of registrant as specified in its charter) British Virgin Islands 8090 Not Applicable (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) Win ...

Core Viewpoint - NewGenIVF Group has entered into a Memorandum of Understanding with Women in Web3 Hong Kong Limited to launch a co-branded public awareness and education campaign focused on women's health literacy [1][2][4]. Group 1: Campaign Objectives and Themes - The campaign will emphasize the urgency of improved education on women's health, the consequences of delayed family planning, and the importance of informed decision-making regarding wellness, using evidence-based, non-clinical language [2]. - Activities will include talks, panel discussions, and community events that address women's health, financial inclusion, and the responsible use of emerging technologies, aiming to empower women through knowledge and open dialogue [3]. Group 2: Collaboration and Strategic Alignment - The partnership aligns with NewGen's mission to advance women's health through its diversified subsidiaries, particularly leveraging insights from NewGenSup, the health and longevity products division [4]. - The collaboration aims to provide holistic, technology-enabled educational resources that empower women in their health journeys [4]. Group 3: Organizational Background - NewGenIVF Group is a technology-driven, diversified growth company operating in real estate development, digital asset innovation, and reproductive health solutions, with a commitment to sustainable growth and high ROI for shareholders [6]. - Women in Web3 Hong Kong is a non-profit organization focused on empowering women in the Web3 ecosystem through education, connection, and career development opportunities [9][10].

Core Insights - NewGenIVF Group has undergone a significant financial and operational transformation, achieving US$28 million in net assets and positioning itself for substantial value creation in 2026 and beyond [1][2][6] Financial Position - The company has improved its financial standing by turning a historical deficit into a robust US$28 million in net assets as of September 30, 2025, through proactive capital management and strategic asset deployment [2][6] - A $2 million share repurchase program was authorized in November 2025, reflecting management's confidence in the company's intrinsic value and commitment to returning value to shareholders [6][7] Strategic Initiatives - NewGen has strategically invested in a diversified portfolio, including the acquisition of advanced cytometry intellectual property valued at US$17.9 million, which will serve as the foundation for a new technology-licensing business [3][4] - The company is exploring opportunities in real estate development in Ras Al Khaimah, UAE, and has initiated digital asset innovation through its NewGenDigital division, focusing on Real World Asset (RWA) tokenization and art tokenization services [4][9] Growth Prospects - NewGen has launched a Commitment Campaign for its inaugural tokenized bond issuance on Evident Capital's platform, aiming to transform its balance sheet and unlock new capital sources for business development [5][6] - The company is entering 2026 with a clear growth strategy and tangible assets, indicating a transition from a foundational phase to a harvesting phase, ready to unlock significant value for shareholders [7][8]

Core Insights - NewGenIVF Group Limited has successfully launched its inaugural tokenized bond issuance campaign, demonstrating its expertise in real-world asset tokenization and commitment to digital asset innovation [1][2][3] Group 1: Company Strategy and Developments - The Commitment Campaign for the tokenized bond issuance is live on Evident Capital's platform, fulfilling the company's goals to transform its balance sheet and unlock new capital sources for business growth [1][4] - The inaugural tokenized bond will reference NewGen's flagship residential project in the UAE, located near the first casino resort in Ras Al Khaimah, providing professional investors with regulated exposure to a differentiated real-world asset pipeline [2][3] - The campaign allows professional investors to review transaction information and submit non-binding indications of interest, enabling real-time demand assessment and optimization of the bond structure before binding subscriptions [2][4] Group 2: Execution and Market Positioning - The launch of the Commitment Campaign occurred in under two weeks following the company's announcement, showcasing NewGen's ability to execute complex projects rapidly [1][6] - The campaign is designed to align with Hong Kong's regulatory expectations for tokenized securities, reducing friction compared to traditional offline bookbuilding methods [4][6] - NewGen's strategy aims to fund its UAE real estate pipeline through non-dilutive, debt-style tokenized bonds, preserving value for existing shareholders while tapping into new capital pools [5][6] Group 3: Future Outlook and Innovation - The successful execution of the Commitment Campaign establishes a baseline for further innovation in NewGen's real-world asset strategy [3][5] - The project represents a significant step in bridging UAE real estate into Asian capital markets via a regulated tokenization framework, offering a scalable model for future cross-border deals [5][6] - NewGen's digital assets division has demonstrated its capability to deliver innovative solutions rapidly, positioning the company to capture market attention during significant industry events [6]

Core Viewpoint - NewGenIVF Group Limited is executing a share repurchase program to enhance shareholder value, reflecting management's confidence in the company's long-term potential and current undervaluation in the market [2][5]. Group 1: Share Repurchase Program - The Board of Directors has authorized a share repurchase program of up to US$2 million, to be executed in the open market [3]. - The program will be implemented through The Benchmark Company, which will handle the execution and operational aspects of trades [4]. - The share repurchase program allows the company to buy back shares based on market conditions, share price, and trading volume, without obligating the company to repurchase a specific number of shares [5]. Group 2: Company Overview - NewGenIVF Group is a diversified entity focusing on real estate development, digital asset management, and reproductive health solutions [7]. - The company operates through three strategic divisions: NewGenProperty, NewGenDigital, and NewGenSup, leveraging technology for sustainable growth and high ROI [7]. - NewGen's legacy business includes providing IVF and assisted reproductive treatment services across Asia, positioning the company to capitalize on emerging opportunities in various sectors [7].

Core Viewpoint - NewGenIVF Group Limited is advancing its tokenization strategy by appointing Joshua Chu as Senior Counsel and engaging Evident Capital to support the launch of its inaugural tokenized bond issuance of up to USD 30 million, aimed for completion by Q1 2026 [1][2][5] Group 1: Tokenized Bond Issuance - The first tranche of tokenized bonds will have subscriptions of up to USD 30 million, with a tentative closing scheduled for Q1 2026, depending on market conditions and regulatory requirements [2] - The issuance aims to create a repeatable, institution-grade framework for future tokenized financings by the Group [2] - The Company is preparing to tokenize bond issuances linked to its UAE real estate project, enhancing capital efficiency and diversifying its funding base [3] Group 2: Strategic Leadership and Partnerships - Daniel Siu, Director of Business Development, has been pivotal in shaping the Group's strategic real-asset opportunities and tokenized financing initiatives [4] - Joshua Chu is recognized as a leading lawyer in Web3 law, with a track record in digital service and tokenized legal instruments, which is expected to aid in designing compliant tokenized bond structures [6] - Evident Capital provides an institutional-grade tokenization platform, offering end-to-end support for issuers, including legal coordination and compliant distribution [7] Group 3: Financial Transformation and Growth Strategy - The tokenized bond program is projected to increase total assets and capital commitments by approximately USD 28 million in Q1, positioning the Group for accelerated growth through 2026 [5] - The strategy aims to connect real-world assets with next-generation capital markets through tokenization, while minimizing dilution for existing shareholders [8][9] - The UAE real estate project is a cornerstone of the diversification strategy, showcasing the potential of tokenized financing for high-quality, differentiated assets [8][9]

Core Viewpoint - NewGenIVF Group Limited is transitioning its Ras Al Khaimah development project from a Joint Venture to a Joint Development structure, aiming to enhance profitability and shareholder returns through increased profit entitlement and strategic control [1][2][8] Group 1: Strategic Conversion - The conversion to a Joint Development structure allows NewGenProperty Limited to fully finance the project and entitles it to 64% of net profits, potentially increasing projected pre-tax profit from US$67 million to US$123 million [2][4][7] - The legal endorsement from Ravenscroft & Schmierer confirms NewGen's right to exercise the conversion option, ensuring the transaction's legality and enforceability [5] Group 2: Fundraising and Financial Flexibility - To support the new structure and its financial commitments, NewGen plans to raise additional funds, which will enhance its financial flexibility and accelerate project activities [3][8] - The presale phase of the project is expected to begin soon, unlocking significant proceeds to finance ongoing development and reduce reliance on external funding [6] Group 3: Project Timeline and Profitability - The project completion is targeted for 2028, with the revised structure projected to generate an 83% increase in pre-tax profit compared to the original joint venture model [7] - The strategic move is expected to amplify shareholder value by aligning profit entitlements with the project's growth trajectory in a rapidly appreciating real estate market [8]

Core Insights - NewGenIvf Group Limited reported a net income of $17.5 million for the nine months ended September 30, 2025, a significant turnaround from a net loss of $416,400 in the same period of 2024, primarily due to strategic acquisitions and a bargain purchase gain [3][4][10]. Financial Highlights - Total revenues for the nine months ended September 30, 2025, were $3.3 million, down from $4.2 million in the same period of 2024 [10]. - Cost of revenues remained stable at $2.9 million compared to the previous year [10]. - Total other income was $23.20 million, a substantial increase from a loss of $346,748 in the prior year, mainly due to a non-cash bargain purchase gain of $23.44 million from acquisitions [10]. - Basic earnings per share improved to $96.76 from a loss of $205.97 in the same period of 2024 [4][17]. Business Highlights - The company executed a strategic pivot towards acquiring high-value intellectual property, including the acquisition of MicroSort® technology and advanced cytometry IP from Nodexus, resulting in significant bargain purchase gains [3][4][10]. - NewGen is expanding into digital assets, planning to invest up to $30 million in Solana (SOL) and engaging in tokenization of a $2 million private art collection and a $100 million tranche of gold-backed assets [4][5]. - A joint venture in UAE real estate was established, securing a 60% ownership interest in a strategic land development project [4][5]. - The company is exploring a potential reverse merger with SAXA, Inc., which would provide access to mining assets [4][5]. Strategic Initiatives - The company has authorized a share repurchase program of up to $2 million over 24 months, reflecting management's confidence in the company's intrinsic value [4][5]. - A one-for-five reverse stock split was executed on December 1, 2025, to enhance the trading value of its shares [4][5].

Core Viewpoint - NewGenIVF Group Limited has announced a share repurchase program, indicating strong confidence in its future growth and belief that its share price is undervalued [1][2][3] Company Overview - NewGenIVF Group is a diversified, tech-forward entity engaged in real estate development, digital asset management, and reproductive health solutions, operating through three strategic divisions: NewGenProperty, NewGenDigital, and NewGenSup [5] Share Repurchase Program Details - The Board has authorized a share repurchase program allowing the company to buy back up to US$2 million of its Class A ordinary shares over the next 24 months, representing over 50% of its current market capitalization [1][2] - The program will be executed in compliance with the Securities Exchange Act of 1934 and will be funded using existing cash reserves [1][3] - The timing and number of shares repurchased will depend on various factors, including stock price and market conditions, and the program may be modified or suspended at management's discretion [3][4] Management's Perspective - The CEO expressed confidence in the company's business model and strategic positioning for long-term growth, emphasizing that the repurchase program is a demonstration of commitment to enhancing shareholder returns [3]

Core Viewpoint - The Federal Reserve has initiated its fifth interest rate cut since September 2024, leading to a resurgence in small-cap stocks in the U.S. equity market, particularly the Russell 2000 index, which has been rising since April 2023 due to expectations of lower interest rates [1] Group 1: Company Overview - The company, 第壹仁汇 (NIVF), has a market capitalization of approximately $134,000, which is significantly lower than its cash assets totaling around $703,670 [2] - The company has been in a state of loss since 2023, primarily due to its previous focus on medical services, a sector where many peers have not yet achieved profitability [2][3] - Despite the losses, the company has been diversifying its business, including acquiring MicroSort laboratory services and entering real estate development in the UAE [2][3] Group 2: Financial Projections - Zacks has initiated coverage on NIVF with a target price of $15 per share, while the current share price is only $1.81, indicating a significant undervaluation [1] - The company is expected to achieve profitability by 2026, with projected net profits of $18.6 million, $74.1 million, and $139 million for the years 2026, 2027, and 2028, respectively [9] - The projected earnings per share for NIVF are expected to rise significantly from $1.59 in 2026 to $11.87 by 2028, compared to its current share price of less than $1 [9] Group 3: Business Diversification - The company is expanding into real estate, having acquired a prime land parcel in Ras Al Khaimah, UAE, for high-end residential development, which is expected to generate substantial revenue [10] - The real estate project is projected to have total sales exceeding $450 million, with a net profit of around $200 million, indicating a strong growth potential for the company [9][10] - The company is also exploring digital asset management through tokenization of real estate and art, positioning itself in the burgeoning RWA (Real World Asset) market, which is projected to exceed $10 trillion by 2030 [12][15]