NewGen Updates Reverse Merger Timeline, Legal Teams Engaged “`

BANGKOK, Dec. 23, 2024 — NewGenIvf Group Limited (NASDAQ: NIVF) (“NewGen” or the “Company”) announced today that both NewGen and European Wellness Investment Holdings Limited (“EWIHL”) have appointed legal counsel to prepare the Share Purchase Agreement (SPA). The SPA signing date has been extended, by mutual agreement, from January 27, 2025, to February 28, 2025. This extension allows for thorough due diligence, finalization of the agreement’s terms, and full compliance with NASDAQ’s reverse merger requirements.

This follows the December 11, 2024 announcement of a binding term sheet, a key step in NewGen’s strategic partnership with EWIHL. This collaboration aims to create synergies, enhancing service delivery and market reach in the healthcare sector.

Mr. Siu Wing Fung Alfred, NewGen’s Founder, Chairman, and CEO, stated: “We’re pleased with this merger’s progress. Using experienced legal counsel ensures a smooth transaction.”

“This US$452 million reverse merger, at a deemed price of US$3.20 per share, is a significant achievement. It will improve market visibility and supports our Nasdaq Global Market listing. It also meets all requirements for maintaining our listing before our Nasdaq appeal hearing.”

“This partnership, led by Prof. Dato’ Sri Dr. Mike K.S. Chan, EWIHL’s Chairman, lets us leverage his 39 years of regenerative medicine and stem cell therapy expertise. Dr. Chan’s global network of medical wellness centers and leadership in innovative healthcare solutions will be invaluable in driving growth and increasing stakeholder value.”

About NewGen
NewGen provides comprehensive fertility services across Asia, helping couples and individuals access fertility treatments. Committed to assisting families regardless of fertility challenges, NewGen increases access to infertility treatment and offers comprehensive services including infertility and assisted reproductive technology treatments, egg and sperm donation, and surrogacy (where legally permitted). NewGen’s clinics are in Thailand, Cambodia, and Kyrgyzstan. For more information, visit [website address]. Information on NewGen’s website is not part of this press release.

About European Wellness Investment Holdings Limited
European Wellness Biomedical Group (EW Group) is a globally recognized, award-winning European group known for its advancements in precursor stem cell therapeutics, immunomodulation, biological and synthetic peptides, nutraceuticals, cosmeceuticals, and biological regenerative medicine.

EW Group manages four operating entities selling their products (MF3, MF Plus, Lab RMS, Lab Dom, Celexgen Swiss, Revitalisation Swiss Cell, and European Wellness) directly to B2B and B2C clients and online. These brands encompass over 150 biomolecular peptides, cell extracts, phyto products, nutraceuticals, and skincare products, produced via third-party OEM manufacturers in Europe.

Forward-Looking Statements
This press release contains forward-looking statements under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements, often including words like “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” and similar expressions, describe future commercial operations, business strategy, and financial condition. Actual results may differ materially due to factors such as the inability to implement business plans, identify opportunities, meet financial projections, regulatory or competitive changes, failure to agree on definitive agreements with EWIHL, or failure to realize potential synergies from the EWIHL transaction. See the Company’s Form 20-F and other SEC filings for more details. Information is current as of the press release date; no update obligation exists except as legally required.

Investor Relations Contact
ICR, LLC
Robin Yang
Phone: +1 (212) 537-4406
Email: 

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