NewGenIvf ends merger talks with European Wellness

Published 31/03/2025, 14:14
NewGenIvf ends merger talks with European Wellness

BANGKOK - NewGenIvf Group Limited (NASDAQ: NIVF), an Asia-based provider of comprehensive fertility services, announced today that it has terminated its agreement for a reverse merger with European Wellness Investment Holdings Limited (EWIHL). The termination follows EWIHL’s failure to deliver the draft audited financial statements by the March 31, 2025, deadline, a condition stipulated in the binding term sheet signed on December 11, 2024. According to InvestingPro data, NIVF currently has a market capitalization of $1.6 million and operates with significant debt concerns, as indicated by its weak financial health score of 1.59 out of 5.

Under the proposed transaction, EWIHL was expected to acquire approximately 61.6% of NewGen’s equity upon completion. However, the delivery of EWIHL’s audited financials for the years ending 2023 and 2024 was a prerequisite for the finalization of the deal. With the deadline missed and conditions unmet, NewGen exercised its right to cancel the merger at no cost. The company’s stock has struggled significantly, with InvestingPro showing an 88.4% decline year-to-date and a concerning current ratio of 0.28, indicating potential liquidity challenges.

Alfred Siu Wing Fung, NewGen’s Founder, Chairman, and CEO, stated that despite the setback with EWIHL, the company remains optimistic about its future prospects and is actively pursuing other market opportunities to enhance shareholder value. NewGen continues to focus on its core business strategy and growth prospects, including its recent acquisition of Microsort and the introduction of a lifetime egg-freezing service.

NewGen operates clinics in Thailand, Cambodia, and Kyrgyzstan, offering a range of fertility services, including infertility treatments, assisted reproductive technology, egg and sperm donation, and surrogacy, where legally permitted. The company’s management team boasts over a decade of experience in the fertility industry.

Investors and stakeholders were reminded that forward-looking statements involve risks and uncertainties, and actual future events could differ materially due to various factors. NewGen’s annual report on Form 20-F and other documents filed with the SEC contain further details on potential risks and uncertainties that could affect the company’s business and financial results. InvestingPro analysis reveals several additional risk factors, including rapid cash burn and high debt levels, with total debt to capital ratio at 0.85. Subscribers can access 15 more exclusive ProTips and detailed financial metrics to better understand the company’s risk profile.

The announcement made today is based on a press release statement from NewGenIvf Group Limited.

In other recent news, NewGenIvf Group Limited announced its compliance with Nasdaq’s minimum bid price requirement, following a period of non-compliance due to its share price falling below $1.00. The company successfully maintained a share price of $1.00 or higher for ten consecutive business days, satisfying Nasdaq Listing Rule 5450(a)(1). Concurrently, NewGenIvf received approval to transfer its listing from the Nasdaq Global Market to the Nasdaq Capital Market, effective immediately. In a related move, the company implemented a reverse stock split, combining every twenty shares into one, to further ensure compliance with Nasdaq’s requirements. This reverse stock split reduced the number of outstanding Class A ordinary shares significantly, from approximately 27.07 million to about 1.35 million. Continental Stock Transfer & Trust Company will serve as the transfer agent for this process. These recent developments highlight NewGenIvf’s strategic efforts to stabilize its financial standing and adhere to Nasdaq’s listing standards.

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