NewGen Enters Into an Innovative Digital Assets Purchase Agreement with White Lion to Acquire up to 600,000 Solana Tokens Valued at Over $110 Million

Rhea-AI Summary

NewGen (Nasdaq: NIVF) entered a binding term sheet with White Lion to structure a Digital Assets Purchase Agreement allowing NewGen to receive up to 600,000 Solana (SOL) tokens (stated value: >$110 million) in exchange for shares over an initial 24-month period. Transactions are subject to definitive agreements and a registration statement to be filed immediately upon execution. NewGen launched its digital asset strategy in Dec 2024, established a Solana treasury in Jun 2025, and currently holds 13,000 SOL (~$2.5M).

Positive

• Commitment to acquire 600,000 SOL (stated value >$110M)
• Compensation structured in SOL tokens rather than cash
• Established Solana treasury in June 2025
• Existing holding of 13,000 SOL (~$2.5M)

Negative

• Transactions are subject to definitive agreements and registration filing
• Potential issuance of shares over 24 months (possible dilution)

Insights

Digital Assets Strategist

NewGen signed a term sheet to receive up to 600,000 SOL (>$110M) in exchangeable consideration; definitive agreements and registration required.

Under the binding term sheet, NewGen would have an option over an initial 24-month period to sell common shares for payment in Solana (SOL), with a committed amount of 600,000 SOL valued at over $110,000,000. The structure substitutes token receipts for cash proceeds and extends the company’s stated Solana treasury strategy, which began with a $1,000,000 initial investment in December 2024 and a declared Solana treasury established in June 2025. The company reports holding 13,000 SOL worth about $2,500,000 as of the press release date.

The arrangement remains conditional: definitive agreements must be executed and a registration statement must be filed immediately upon those agreements. Those explicit conditions limit near-term certainty and create execution risk around timing, regulatory review, and convertibility of shares into tokens. The deal’s economic impact will depend on the conversion mechanics, any caps or discounts on share sales, and token price at settlement, none of which are specified here.

Monitor the filing of the definitive purchase agreement and the registration statement in the near term and any disclosures of conversion mechanics, pricing formulas, or dilution caps within 24 months. Also watch reported balances of SOL in the treasury and any realized transfers of shares for tokens; those items will determine whether the strategy materially changes the company’s capital structure or liquidity profile.

BANGKOK, Oct. 31, 2025 (GLOBE NEWSWIRE) -- NewGenIvf Group Limited (Nasdaq: NIVF) (“NewGen” or 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 it has entered a binding term sheet with White Lion Capital LLC (“White Lion”) setting out the principal terms and conditions for a Digital Assets Purchase Agreement (the “Agreement”) with a commitment amount of 600,000 Solana (SOL) tokens.

Pursuant to the Term Sheet, NewGen will have the option, but not the obligation, to sell to White Lion shares of common stock of the Company over an initial 24-month period up to a total amount equivalent to the value of 600,000 Solana tokens. Upon a sale of shares, the Company will be compensated by White Lion in Solana tokens rather than cash. This innovative structure is designed to further the Company’s previously announced Solana treasury strategy, and reaffirms NewGen’s commitment to both the digital assets space as a whole and to Solana as a digital asset specifically.

The transactions contemplated by the Term Sheet are subject to entry into definitive agreements, and are subject to certain conditions, including a registration statement being filed immediately upon execution of the definitive agreements.

Mr. Siu Wing Fung Alfred, Founder, Chairman, and CEO of NewGen commented, “This groundbreaking agreement with White Lion represents another key development in NewGen's evolution as a forward-thinking, diversified enterprise. By structuring this innovative arrangement to receive Solana tokens rather than traditional cash compensation, we are not only strengthening our digital asset treasury but also demonstrating our unwavering confidence in the future of blockchain technology and decentralized finance. We believe Solana's robust ecosystem and scalable infrastructure make it an ideal cornerstone for our digital asset strategy, positioning NewGen to capitalize on the tremendous growth opportunities at the intersection of traditional industries and the digital economy.”

Nathan Yee, Managing Partner of White Lion, commented, “We believe this is more than just an investment, it’s a blueprint for the next era of capital formation. By exchanging shares for Solana tokens, we’re witnessing the convergence of blockchain and public markets.”

NewGen launched its digital asset strategy in December 2024, with an initial US$1 million investment to establish a digital asset portfolio. Since then, the Company has embraced digital assets as a core business line, establishing its Solana treasury in June 2025 and advancing innovative real-world asset (RWA) tokenization projects involving real estate and fine art. As of the date of this press release, NewGen has accumulated 13,000 Solana tokens with a total value of approximately US$2.5 million.

About NewGen
NewGenIVF Group is a tech-forward, diversified, multi-jurisdictional high-growth entity capitalizing on emerging opportunities across real estate development, digital asset innovation, and reproductive health solutions. The Company operates through three strategic business divisions that leverage cutting-edge technology and innovative solutions to drive sustainable growth and high ROI for shareholders across multiple global markets. These include “NewGenProperty”, which operates lucrative real estate development projects in the UAE’s Ras Al Khaimah Emirate; “NewGenDigital”, which serves as the Company’s digital assets and DeFi solutions arm; and “NewGenSup”, which focuses on health and longevity products and solutions. NewGen’s legacy business involves providing industry-leading IVF and assisted reproductive treatment services across Asia. With operations spanning multiple jurisdictions and a commitment to innovative, technology-enabled solutions, NewGenIVF Group is uniquely positioned to capitalize on the convergence of real estate, healthcare, and digital asset opportunities in the evolving global economy.

To learn more, visit www.newgenivf.com. The information contained on, or accessible through, NewGen’s website is not incorporated by reference into this press release, and you should not consider it a part of this press release.

Forward-Looking Statements

This press release contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Without limiting the generality of the foregoing, the forward-looking statements in this press release include but are not limited to: the potential value and benefits of the proposed Digital Assets Purchase Agreement; the Company's ability to further its Solana treasury strategy and strengthen its digital asset holdings; the Company's confidence in Solana and blockchain technology; and the potential for growth at the intersection of traditional industries and the digital economy. Forward-looking statements are predictions, projections, and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, such as the Company's ability to enter into a definitive Digital Assets Purchase Agreement with White Lion on acceptable terms, or at all; the risk that the registration statement required to be filed with the SEC may not become effective or may be delayed; the extreme volatility in the market price of Solana (SOL) and other digital assets, which could significantly impact the value of any potential capital received by the Company and the value of its existing digital asset treasury; the Company's decision on whether to exercise its option to sell shares, which it is not obligated to do; risks associated with the development, integrity, and maintenance of the Solana blockchain and its broader ecosystem, including potential technical vulnerabilities, security breaches, or network congestion; regulatory risks and uncertainties surrounding digital assets, securities laws, and the treatment of such transactions by regulatory bodies in the jurisdictions where the Company operates; and the Company's inability to fully implement its broader digital asset strategy or realize the anticipated benefits from its initiatives in the blockchain and digital assets space.

You should carefully consider the foregoing factors and the other risks and uncertainties described in NewGenIvf Group's Annual Report on Form 20-F and other documents filed or to be filed by NewGenIvf Group with the U.S. Securities and Exchange Commission (the "SEC") from time to time, which could cause actual events and results to differ materially from those contained in the forward-looking statements. Copies of these documents are available on the SEC's website, www.sec.gov. All information provided herein is as of the date of this press release, and the Company and NewGenIvf Group undertake no obligation to update any forward-looking statement, except as required under applicable law.

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

FAQ

What did NewGen (NIVF) announce on October 31, 2025 regarding Solana?

NewGen announced a binding term sheet with White Lion to structure acquisition of up to 600,000 SOL (stated value >$110M) in exchange for shares.

How will White Lion compensate NewGen under the NIVF agreement?

White Lion will compensate NewGen in Solana (SOL) tokens rather than cash upon any share purchases.

What is the timeline for the share-for-SOL transactions in the NIVF deal?

The term sheet allows share sales to White Lion over an initial 24-month period.

Are the NIVF–White Lion transactions finalized?

No; transactions are conditional and subject to entering definitive agreements and filing a registration statement.

How much Solana does NewGen already hold as of the press release?

NewGen holds 13,000 SOL, with an approximate value of $2.5 million as of the press release date.

When did NewGen establish its Solana treasury under its digital asset strategy?

NewGen established its Solana treasury in June 2025 after launching its digital asset strategy in December 2024.