NewGenIVF Completes Exchange of Convertible Notes with Institutional Investor

NewGenIVF (Nasdaq: NIVF) announced that it has completed an exchange agreement with a certain institutional investor, under which the investor’s existing convertible notes were exchanged for a new senior convertible note on amended terms.

Rhea-AI Summary

NewGenIVF (Nasdaq: NIVF) announced that it has completed an exchange agreement with a certain institutional investor, under which the investor’s existing convertible notes were exchanged for a new senior convertible note on amended terms. The exchange closed on August 14, 2026.

The restructuring removes a prior mandatory requirement that a significant percentage of proceeds from new capital raises be used to prepay the notes under the June 16, 2026 Repurchase and Forbearance Agreement. The new note also includes a leak-out framework and other modified terms intended to give NewGen greater flexibility in managing future financing. The company said it continues to evaluate additional opportunities to further optimize its capital structure.

Positive

• Exchange of existing notes into a new senior convertible note on amended terms
• Elimination of mandatory proceeds sweep from new capital raises under June 16, 2026 agreement
• New note includes a leak-out framework intended to provide capital structure flexibility
• Company signals ongoing efforts to optimize capital structure consistent with shareholder interests

Negative

• None.

Argus Aug 17 session 46 alerts

+3.89% close to close 535.5x rel. volume Open Argus

Details

Market move: NIVF +3.89% in the Aug 17 session. convertible note exchange

+29.2% Peak Tracked

-20.5% Trough Tracked

$4.17M Market Cap

On Aug 17, the day this news came out, NIVF closed 3.89% above the previous close. Argus tracked a peak move of +29.2% during that session. Argus tracked a trough of -20.5% from its starting point during tracking. Our momentum scanner recorded 46 alerts for this stock that day. Relative volume reached 535.5x the daily average during tracking.

Data tracked by StockTitan Argus for the Aug 17 session.

Key Figures

Announcement date: August 17, 2026 Exchange closing date: August 14, 2026 Prior agreement date: June 16, 2026

Announcement date

August 17, 2026

Press release date

Exchange closing date

August 14, 2026

Convertible note exchange

Prior agreement date

June 16, 2026

Repurchase and Forbearance Agreement

Historical Context

5 past events · Latest: Jul 30

5 events

1. Jul 30

   K25.ai investment update

   24h Move

   -0.5%

   Stake valuation and expected unrealized gain update contrasted with negative reaction

2. Jul 27

   K25.ai acquisition

   24h Move

   -4.5%

   Additional K25.ai stake agreement and projected Nasdaq compliance coincided with decline

3. Jul 23

   K25.ai valuation update

   24h Move

   -3.9%

   Series A valuation doubled, implying an unrealized gain for NewGen

4. Jul 23

   K25.ai Series A

   24h Move

   -3.9%

   K25.ai Series A financing reached a US$200 million post-money valuation

5. Jul 06

   Cytometry expansion update

   24h Move

   +7.8%

   Independent valuation supported planned UAE cell-sorting and cytometry leasing expansion

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

Key Terms

convertible notes, senior convertible note, mandatory proceeds sweep, form 6-k

4 terms

convertible notes financial

"existing convertible notes held by the Investor were exchanged"

Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.

senior convertible note financial

"exchanged for a new senior convertible note on amended terms"

A senior convertible note is a loan a company issues that sits near the top of its repayment order and can be exchanged for the company’s stock under set conditions. Think of it like a high-priority IOU that also includes a coupon you can choose to turn into shares instead of taking cash back. It matters to investors because it affects who gets paid first if the company struggles and can dilute existing shareholders if the notes convert into new shares.

mandatory proceeds sweep financial

"eliminates the prior mandatory proceeds sweep"

A mandatory proceeds sweep is a provision in a loan or credit agreement that requires a borrower to use certain incoming cash — typically from asset sales, insurance recoveries, or equity issuances — to pay down outstanding debt automatically instead of keeping the cash on hand. Think of it like a rule that diverts windfall money straight to paying off a mortgage; it matters to investors because it changes how much cash a company keeps for operations, growth, or dividends and can speed debt reduction or limit reinvestment options.

form 6-k regulatory

"the Company's Report on Form 6-K"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

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

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Restructuring eliminates prior mandatory proceeds sweep and improves capital structure flexibility

BANGKOK, Aug. 17, 2026 (GLOBE NEWSWIRE) -- NewGenIVF Group Limited (Nasdaq: NIVF) (“NewGen” or the “Company”), a technology-driven, diversified growth company, today announced that it has completed an exchange agreement with a certain institutional investor (“Investor”) pursuant to which existing convertible notes held by the Investor were exchanged for a new senior convertible note on amended terms. The exchange closed on August 14, 2026.

The restructuring eliminates the prior mandatory requirement that a significant percentage of proceeds from new capital raises be applied to prepay the notes under the Repurchase and Forbearance Agreement dated June 16, 2026, which was disclosed in the Company’s Form 6-K filing on June 16, 2026. The new note also incorporates a leak-out framework and other modified terms intended to provide greater flexibility for the Company. The full agreement will be filed as an exhibit to the Company's Report on Form 6-K, which will be furnished to the U.S. Securities and Exchange Commission simultaneously with this press release.

“This exchange represents an important step in improving the terms of our capital structure,” said Alfred Siu, Founder, Chairman and CEO of NewGen. “By removing the previous mandatory proceeds sweep and establishing more constructive terms, we enhance our ability to manage future financing activity in a manner that better supports the Company’s strategic objectives and long-term growth.”

The Company continues to evaluate additional opportunities to further optimize its capital structure in a manner consistent with shareholder interests.

About NewGen

NewGenIVF Group Limited 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 Ras Al Khaimah, United Arab Emirates; 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

This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements in this press release include, but are not limited to, statements regarding: the anticipated benefits of the exchange of the Investor's existing convertible notes for a new senior convertible note on amended terms, including the elimination of the prior mandatory proceeds sweep and the leak-out framework and other modified terms intended to provide greater flexibility for the Company; the Company's ability to manage future financing activity in a manner that supports its strategic objectives and long-term growth; and the Company's plans to continue evaluating additional opportunities to optimize its capital structure.

These forward-looking statements are based on the Company's current expectations, estimates, projections and assumptions as of the date of this press release and are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those expressed or implied. These risks and uncertainties include, among others: risk relating to the Company's convertible note financing arrangements, including compliance with associated covenants and the risk of default; share dilution and capital markets issuance risk; and liquidity and capital requirements risk. Additional risks are described in the Company's Annual Report on Form 20-F and other filings with the U.S. Securities and Exchange Commission.

All information provided in this press release is as of the date of this press release. The Company undertakes no obligation to update or revise any forward-looking statements, except as required by applicable securities laws.

Contacts

ICR, LLC
Robin Yang
Phone: +1 (212) 537-3847
Email: Newgenivf.IR@icrinc.com

FAQ

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

What did NewGenIVF (NIVF) announce about its convertible notes on August 17, 2026?

NewGenIVF announced completion of an exchange agreement converting an institutional investor’s existing convertible notes into a new senior convertible note with amended terms. According to NewGen, the transaction closed on August 14, 2026 and is intended to improve capital structure flexibility.

How does the NewGenIVF (NIVF) convertible note exchange affect the company’s capital raises?

The exchange removes a prior requirement that a significant portion of new capital raise proceeds must prepay the notes. According to NewGen, eliminating this mandatory proceeds sweep is designed to give the company more flexibility in planning and executing future financing activities.

What is the leak-out framework mentioned in NewGenIVF’s (NIVF) new senior convertible note?

The new senior convertible note incorporates a leak-out framework alongside other modified terms. According to NewGen, this structure is intended to support more orderly transactions and provide greater flexibility as the company manages its capital structure and future financing activities.

When did NewGenIVF (NIVF) close the exchange of its convertible notes with the institutional investor?

The exchange of existing convertible notes for the new senior convertible note closed on August 14, 2026. According to NewGen, the completed restructuring is part of broader efforts to improve capital structure terms and better support its strategic and long-term growth objectives.

What prior agreement did NewGenIVF’s (NIVF) restructuring modify or supersede?

The restructuring eliminated a mandatory proceeds sweep requirement contained in the Repurchase and Forbearance Agreement dated June 16, 2026. According to NewGen, that earlier agreement required a significant percentage of new capital raise proceeds to be used to prepay the notes.

Where can investors find the full NewGenIVF (NIVF) exchange agreement for the new senior convertible note?

The full exchange agreement will be filed as an exhibit to NewGen’s Report on Form 6-K. According to NewGen, this Form 6-K will be furnished to the U.S. Securities and Exchange Commission simultaneously with the August 17, 2026 announcement.