NewGenIVF Group Limited announced it has entered into a Repurchase and Forbearance Agreement with a significant investor to repurchase all outstanding convertible notes and warrants previously issued. The agreement, effective June 16, 2026, eliminates potential equity dilution and simplifies the company's capital structure, positioning it for improved investor visibility and a more accurate reflection of its net asset value.

Under the terms of the Settlement Agreement, the investor will forbear from converting outstanding convertible notes, exercising warrants, and effectuating additional closings under the Existing Securities Purchase Agreements from August 2024 and April 2025. The Original Securities, consisting of senior convertible notes and certain warrants, will be repurchased and cancelled upon full payment of the respective purchase prices. This action removes the overhang that previously threatened shareholder value.

The aggregate consideration is payable through a scheduled instalment payment plan extending through late 2027. The company retains the right to prepay all or any portion of the outstanding amounts at any time without penalty. Management views this extinguishment of potential dilution as a meaningful reset for the company's equity value profile.

Alfred Siu, Founder, Chairman and Chief Executive Officer of NewGen, stated that the settlement represents a pivotal moment for the company. He emphasized that eliminating potential dilution strengthens the capital structure and provides the market with greater clarity to recognize the intrinsic value of the company's diversified portfolio of assets.

Following the settlement, NewGen intends to pursue value-accretive strategic investments, including the potential expansion of its existing stake in K25.ai. The company recently adopted a Digital Asset Treasury strategy to diversify reserve assets. It will continue to evaluate strategic alternatives, including future financings that avoid dilutive overhang structures.