NewGenIVF Group Limited has executed an agreement for a further US$4 million strategic investment in K25.ai, completing the target company's US$10 million Pre-A round at a US$100 million valuation. This transaction increases NewGen's aggregate ownership interest in K25.ai to 10%, subject to the satisfaction of applicable closing conditions. The expanded stake includes exclusive Asia-Pacific agency rights, deepening NewGen's strategic participation in K25.ai's next phase of growth. Following the share issuances related to this acquisition, NewGen's total outstanding shares now stand at 10,073,535, and its market capitalization reached US$7,631,710 on June 18, 2026.

Management views this market capitalization as representing a substantial discount to the Company’s net asset value of approximately US$25.98 million as of December 31, 2025. The balance sheet has been further strengthened by the Company’s subsequent US$10 million investment in K25.ai. This capital strength follows the Company’s recently announced strategic direction shift, including the definitive investment agreement with K25.ai, an AI-powered live-streaming prediction market platform, and the adoption of a digital assets treasury strategy.

The investment follows NewGen's initial US$2 million investment announced in May 2026 and a subsequent US$4 million investment announced on June 4, 2026. To facilitate this acquisition, NewGenIVF Group Limited issued 3,666,667 new shares. The completion of the Pre-A round provides K25.ai with strategic backing as it moves toward product launch. Concurrently, K25.ai has commenced its Series A fundraising, which is intended to support commercialization, applicable regulatory licensing, and expansion across selected Asian markets.

K25.ai operates as an AI-native livestreaming and watch-to-predict information market platform purpose-built for the Asia-Pacific region. The company is developing a new category of interactive information markets, combining creator-led livestreaming, AI-assisted market creation and resolution, and real-time community participation.

Investment Details

The following table outlines the sequence of investments made by NewGenIVF Group Limited in K25.ai:

Strategic Objectives

With the Pre-A round closed, K25.ai is positioned to accelerate its product launch and regional expansion. The Series A funds will be utilized to drive commercialization efforts and secure necessary regulatory licenses. NewGen's increased equity position and exclusive regional rights align with its strategy to integrate advanced AI-driven platforms within its diversified growth portfolio. NewGen believes it is now well-positioned to meet Nasdaq’s proposed minimum Market Value of Listed Securities (MVLS) threshold of US$5 million.

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.