NewGen Progresses Reverse Merger Plans with Engagement of Legal Teams and Updated Timeline

NewGenIvf Group Limited (NASDAQ: NIVF) (“NewGen” or the “Company”) today announced that both parties involved in the previously announced reverse merger with European Wellness Investment Holdings Limited (“EWIHL”) have appointed legal counsel to prepare the Share Purchase Agreement (the “SPA”). Additionally, by mutual consent, the signing date for the SPA has been extended from January 27, 2025, to February 28, 2025. This extension will allow both parties sufficient time to complete the necessary due diligence, finalize the terms of the agreement, and ensure compliance with all relevant NASDAQ requirements for reverse mergers.

This significant step follows the Company's prior announcement of a binding term sheet on December 11, 2024, which marked a pivotal moment in the Company's strategic partnership with EWIHL. This collaboration aims to leverage synergies between both companies to enhance service delivery and expand market reach in the healthcare sector.

Mr. Siu Wing Fung Alfred, Founder, Chairman, and CEO of NewGen, commented: “We are excited about advancing this merger process as we continue building momentum toward completion. Engaging experienced legal counsel reflects our commitment to ensuring a seamless transaction process.”

“This reverse merger represents a US$452 million transaction at a deemed price of US$3.20 per share —a significant milestone that we believe will enhance market visibility while supporting our continued listing on the Nasdaq Global Market. Additionally, this transaction satisfies all requirements necessary for maintaining our listing status ahead of our Nasdaq appeal hearing.”

“This partnership under the leadership of Prof. Dato’ Sri Dr. Mike K.S. Chan, Chairman of EWIHL, positions us to leverage his 39 years of expertise in regenerative medicine and stem cell therapies. Dr. Chan has established a global network of medical wellness centers and is recognized as a leader in advancing innovative healthcare solutions. His expertise will be invaluable as we work together to drive growth and enhance value for our stakeholders.”

About NewGenNewGen is a comprehensive fertility services provider in Asia helping couples and individuals obtain access to fertility treatments. With a mission to aid couples and individuals in building families regardless of fertility challenges, NewGen has dedicated itself to creating increased access to infertility treatment and providing comprehensive fertility services for its customers. NewGen’s management team collectively has over a decade of experience in the fertility industry. NewGen’s clinics are located in Thailand, Cambodia, and Kyrgyzstan, and present a full suite of services for its patients, including comprehensive infertility and assisted reproductive technology treatments, egg and sperm donation, and surrogacy, in the appropriate jurisdictions, respectively. 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.

About European Wellness Investment Holdings LimitedEuropean Wellness Biomedical Group (EW Group) is an international multi-award-winning European group renowned for its pioneering developments in precursor stem cell therapeutics, immunomodulation, biological and synthetic peptides, nutraceuticals, cosmeceuticals and biological regenerative medicine.

EW Group controls 4 operating entities that solely sell their own products under flagship brands to B2B clients, B2C clients and online. These brand names include MF3, MF Plus, Lab RMS, Lab Dom, Celexgen Swiss and Revitalisation Swiss Cell and European Wellness. EW Group effectively controls these brands and other intellectual property and produces these products using third-party OEM manufacturers in Europe. These products collectively represent an innovative array of more than 150 biomolecular peptides, cell extracts and phyto products, nutraceuticals and skin care products.

Forward-Looking StatementsThis 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 generally are 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 descriptions of the Company’s future commercial operations, business strategy, and financial condition. 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 inability to implement its business plans, identify and realize additional opportunities, meet or exceed its financial projections and changes in the regulatory or competitive environment in which the Company operates, agree on definitive agreements with EWIHL, or realize the potential synergies from the transaction with EWIHL. You should carefully consider the foregoing factors and the other risks and uncertainties described in the Company’s annual report on Form 20-F and other documents filed or to be filed by the Company with 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 undertakes no obligation to update any forward-looking statement, except as required under applicable law.

Investor Relations ContactICR, LLCRobin YangPhone: [phone]Email: [e-mail]