Acquisition of MicroSort Technology - NewGenIvf Group Limited has entered into a definitive agreement to acquire MicroSort, a proprietary sperm-sorting technology, for US$5 million [1] - The acquisition strengthens NewGen's position in the global fertility services market and enhances its capabilities in providing assisted reproductive services [1] - MicroSort enables the separation of X and Y chromosome-bearing sperm cells prior to IVF procedures, using fluorescent DNA staining and advanced flow cytometry [2] - The technology is applicable for family balancing and prevention of X-linked or X-limited genetic disorders [2] - MicroSort has established commercial applications and an existing license base in several countries, including Thailand, Japan, Cambodia, and Mexico [2] Transaction Details - The US$5 million purchase price will be satisfied through a combination of US$750,000 in cash and the issuance of 2,500,000 ordinary shares at a deemed value of US$1.70 per share [3] - The transaction is expected to boost the Company's shareholders' equity by US$4.25 million at the time of Completion [3] - NewGen will assume the existing licensing agreements associated with MicroSort, creating an immediate additional revenue stream through license fees from current users [3] Strategic Impact - The acquisition represents a significant milestone in NewGen's growth strategy, enhancing its ability to provide advanced fertility solutions [4] - The transaction is structured to strengthen the Company's balance sheet through the issuance of equity at a premium to market price [4] - Integration of MicroSort into NewGen's existing service platform will strengthen its market position in the rapidly growing Asian fertility services market [4] - The technology provides options for families looking to prevent certain genetic disorders, allowing expansion into countries like China and other burgeoning markets in Asia [4] Company Overview - NewGen is a comprehensive fertility services provider in Asia, offering access to fertility treatments for couples and individuals [5] - The Company's mission is to aid in building families regardless of fertility challenges, providing comprehensive infertility treatment and assisted reproductive technology services [5] - NewGen's clinics are located in Thailand, Cambodia, and Kyrgyzstan, offering a full suite of services including egg and sperm donation, and surrogacy in appropriate jurisdictions [5]

Core Insights - NewGenIvf Group Limited has launched an innovative lifetime egg freezing service in Asia, aimed at providing a comprehensive fertility preservation solution for women [1][2][5] - The global egg freezing and embryo banking market is valued at US$3.9 billion in 2022 and is projected to grow at a CAGR of 16.8% from 2023 to 2030, indicating a robust market opportunity for NewGen [2] - The company targets an annual revenue of US$12 million in its first year of operations, capitalizing on the increasing recognition of egg freezing as a workplace benefit [3] Company Overview - NewGen is a comprehensive fertility services provider in Asia, with clinics located in Thailand, Cambodia, and Kyrgyzstan, offering a full suite of fertility treatments [6] - The management team has over a decade of experience in the fertility industry, focusing on increasing access to infertility treatment [6] Market Opportunity - The new service is designed to meet the needs of working women and professionals seeking reproductive flexibility without recurring storage fees [2][3] - A significant portion of the Chinese market shows interest in egg freezing services, with over 60% of surveyed women aged 30-34 expressing demand, highlighting the need for international providers like NewGen due to existing restrictions in China [4] Strategic Approach - NewGen plans to implement an integrated marketing strategy to build brand awareness and establish partnerships with key healthcare providers [4] - The company recognizes the importance of addressing the needs of educated, professional women, positioning itself to become a leading provider of fertility preservation services in the region [5]

Core Points - NewGenIvf Group Limited is progressing with a reverse merger with European Wellness Investment Holdings Limited, with the signing date for the Share Purchase Agreement extended to February 28, 2025 to allow for due diligence and compliance with NASDAQ requirements [1][2][3] - The reverse merger is valued at approximately US$452 million, with a deemed price of US$3.20 per share, which is expected to enhance market visibility and support the company's continued listing on the NASDAQ [3] - The partnership with EWIHL is aimed at leveraging synergies in the healthcare sector, particularly in regenerative medicine and stem cell therapies, under the leadership of Prof. Dato' Sri Dr. Mike K.S. Chan, who has 39 years of expertise in the field [3] Company Overview - NewGen is a comprehensive fertility services provider in Asia, offering a range of fertility treatments and services, including assisted reproductive technology, egg and sperm donation, and surrogacy [4] - The company operates clinics in Thailand, Cambodia, and Kyrgyzstan, focusing on increasing access to infertility treatment for couples and individuals [4] - European Wellness Investment Holdings Limited is recognized for its advancements in stem cell therapeutics and regenerative medicine, controlling multiple brands and products in the healthcare sector [5][6]

Core Viewpoint - NewGenIvf Group Limited is facing potential delisting from Nasdaq due to non-compliance with listing rules, but the company is appealing the decision and has secured funding to improve its financial position [1][3]. Group 1: Delisting and Compliance Issues - On November 21, 2024, NewGen received a delisting notice from Nasdaq for failing to meet the minimum Market Value of Publicly Held Shares (MVPHS) of $15 million and the Market Value of Listed Securities (MVLS) of $50 million [1][2]. - The company had previously received two deficiency letters in May 2024 regarding these compliance issues, with a compliance period that ended on November 20, 2024 [2]. Group 2: Strategic Actions and Funding - NewGen plans to appeal the delisting determination, which will pause any further actions by Nasdaq until the hearing is completed [3]. - The company has secured a senior convertible note facility with ATW Partners Opportunities Management, allowing it to raise up to $29.48 million [3]. - Additionally, NewGen has established a $100 million equity line of credit with White Lion Capital, which can expand to $500 million based on future activities [3]. Group 3: Company Overview - NewGen is a fertility services provider in Asia, offering a range of treatments and services to help individuals and couples facing fertility challenges [4]. - The company operates clinics in Thailand, Cambodia, and Kyrgyzstan, providing comprehensive infertility and assisted reproductive technology treatments [4].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F Title of each class Trading Symbol Name of each exchange on which registered Class A ordinary shares, no par value per share NIVF The Nasdaq Stock Market LLC (The Nasdaq Global Market) Warrants to purchase Class A ordinary shares NIVFW The Nasdaq Stock Market LLC Securities registered or to be registered pursuant to Section 12(g) of the Act. (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITI ...