NewGen Announces Pricing of $1.25 Million Public Offering

Issuing the shares, or shares obtained through warrant exercise, would dilute existing holders.

Rhea-AI Summary

NewGenIvf Group (NIVF) priced a public offering expected to raise approximately $1.25 million in gross proceeds.

The reasonable-best-efforts offering consists of 17,857,143 ordinary shares or pre-funded warrants in their place. Shares are priced at $0.07 each; warrants cost $0.06999 each and have a $0.00001 exercise price. Closing is expected on or about September 30, 2026. The company expects to use net proceeds and existing cash to invest in K25.ai, restructure debt securities, and manufacture and deploy Nodexus machines, as well as for working capital and general corporate purposes. The SEC declared the offering registration statement effective on September 28, 2026.

6 points · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 4 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.Approximately $1.25 million in gross proceeds is expected from the offering. 92% of market cap
• Moderate point. Forward-looking: it has not happened yet and may not happen.September 30, 2026 is the expected closing date, subject to customary conditions.
• Moderate pointSeptember 28, 2026 was the effective date of the SEC registration statement.
• Minor point. Forward-looking: it has not happened yet and may not happen.K25.ai investment is a planned use of net proceeds and existing cash.
• Minor point. Forward-looking: it has not happened yet and may not happen.Debt securities restructuring is a planned use of net proceeds and existing cash.
• Minor point. Forward-looking: it has not happened yet and may not happen.Nodexus machine manufacturing and deployment is included in the planned use of working capital.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.17,857,143 ordinary shares or pre-funded warrants could dilute holders through share issuance or warrant exercise.
• Moderate pointReasonable-best-efforts terms leave the expected proceeds dependent on securities sales.
• Minor point$0.07 per share and $0.06999 per warrant are the offering prices; warrants have a $0.00001 exercise price.
• Minor point. Forward-looking: it has not happened yet and may not happen.Placement agent fees and other offering expenses will reduce proceeds available to the company.

News Explained

NewGen has priced, but not closed, an offering for 17,857,143 shares, with immediately exercisable pre-funded warrants allowed one-for-one in their place; issuing shares directly or upon warrant exercise increases total shares and reduces existing holders’ ownership percentages absent offsetting changes. Closing remains subject to customary conditions.

Market Context

The 3.89% move recorded with the Aug 17 note exchange is not a price template; its amended terms rem...

Analysis

The 3.89% move recorded with the Aug 17 note exchange is not a price template; its amended terms removed mandatory use of a significant share of future raise proceeds to prepay notes, relevant to this offering's stated debt-restructuring use.

Key Figures

Expected gross proceeds: $1.25 million Shares or pre-funded warrants offered: 17,857,143 Ordinary Share offering price: $0.07 per share +3 more

Expected gross proceeds

$1.25 million

Before placement-agent fees and other offering expenses

Shares or pre-funded warrants offered

17,857,143

Ordinary Shares or Pre-Funded Warrants in lieu thereof

Ordinary Share offering price

$0.07 per share

Public offering price

Pre-Funded Warrant price

$0.06999 per warrant

Offering price per warrant

Pre-Funded Warrant exercise price

$0.00001

Per Pre-Funded Warrant

Expected closing date

September 30, 2026

Subject to customary closing conditions

Historical Context

1 past event · Latest: Aug 17

1 event

1. Aug 17

   Debt exchange

   24h Move

   +3.9%

   Amended note terms removed mandatory use of a significant share of future raise proceeds for prepayment.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

best efforts basis, pre-funded warrants, placement agent, form f-1

4 terms

best efforts basis financial

"public offering made on a reasonable best efforts basis"

An agreement executed on a best efforts basis requires a party—often an underwriter or seller—to try hard to complete a transaction but does not guarantee the result. Think of it like a real estate agent who promises to do their utmost to find a buyer but cannot promise a sale; investors care because outcomes (like the amount raised or whether securities are sold) are uncertain and depend on market demand rather than a firm commitment.

pre-funded warrants financial

"Ordinary Shares or Pre-Funded Warrants in lieu thereof."

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

placement agent financial

"acting as the exclusive placement agent for the offering."

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

form f-1 regulatory

"A registration statement on Form F-1 previously filed"

A Form F-1 is the document a non-U.S. company files with U.S. regulators when it wants to sell stock or other securities to U.S. investors. It lays out the company’s business, finances, risks and how the offering will work, acting like a product manual and ingredient list so investors can judge what they’re buying. For investors, it’s a key source of verified information used to compare opportunities and assess potential reward and risk.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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BANGKOK, Sept. 29, 2026 (GLOBE NEWSWIRE) -- NewGenIvf Group Limited (NASDAQ: NIVF) (the “Company”), a tech-forward, diversified, multi-jurisdictional high-growth entity transforming industries through innovative solutions across real estate development, digital asset management and reproductive health solutions, today announced the pricing of a public offering made on a reasonable best efforts basis with gross proceeds to the Company expected to be approximately $1.25 million, before deducting placement agent fees and other offering expenses payable by the Company.

The offering consists of 17,857,143 Ordinary Shares or Pre-Funded Warrants in lieu thereof. The public offering price per Common Share is $0.07 (or $0.06999 for each Pre-Funded Warrant, which is equal to the public offering price per Ordinary Share to be sold in the offering minus an exercise price of $0.00001 per Pre-Funded Warrant). The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded Warrant sold in the offering, the number of Ordinary Shares in the offering will be decreased on a one-for-one basis.

Aggregate gross proceeds to the Company are expected to be approximately $1.25 million. The transaction is expected to close on or about September 30, 2026, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the offering, together with its existing cash, for investment in K25.ai, restructuring of debt securities, working capital including manufacturing and deployment of Nodexus machines in the cell-sorting business, and general corporate purposes.

Aegis Capital Corp. is acting as the exclusive placement agent for the offering. Han Kun Law Offices LLP is acting as U.S. counsel to the Company. Kaufman & Canoles, P.C. is acting as U.S. counsel to Aegis Capital Corp.

A registration statement on Form F-1 (No. 333-298442) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 20, 2026 was declared effective by the SEC on September 28, 2026. The offering is being made only by means of a prospectus. A final prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Electronic copies of the preliminary prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at syndicate@aegiscap.com, or by telephone at +1 (212) 813-1010. Before investing in this offering, interested parties should read in their entirety the prospectus, which provides more information about the Company and such offering.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About NewGen

NewGenIVF Group is a technology-forward, diversified growth company, pursuing opportunities across real estate development, digital asset innovation and reproductive health solutions. The Company operates through NewGenProperty, focused on real estate development projects in the UAE’s Ras Al Khaimah Emirate; NewGenDigital, focused on digital asset and decentralized-finance solutions; and NewGenSup, focused on health and longevity products and solutions. NewGenIVF’s legacy business includes IVF and assisted reproductive treatment services across Asia. To learn more, visit www.nivf.global. Information contained on, or accessible through, the Company’s website is not incorporated by reference into this press release.

Forward-Looking Statements

The foregoing material may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company’s product development and business prospects, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the security laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Contact

ICR, LLC
Robin Yang
Phone: +1 (212) 537-4406
Email: Newgenivf.IR@icrinc.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much does NewGenIvf Group expect to raise from its public offering?

NewGenIvf Group expects approximately $1.25 million in gross proceeds, before placement agent fees and other offering expenses. The offering consists of 17,857,143 ordinary shares or pre-funded warrants in their place.

When is NewGenIvf Group's public offering expected to close?

The offering is expected to close on or about September 30, 2026, subject to customary closing conditions.

How do the pre-funded warrants work in NewGenIvf Group's offering?

Each pre-funded warrant sold replaces one ordinary share in the offering. The warrants are immediately exercisable at $0.00001 each and may be exercised at any time until exercised in full.