NewGenIvf Group Limited filed a Form F-3 shelf registration statement with the U.S. Securities and Exchange Commission on October 27, 2026, seeking to offer up to US$100,000,000 in various securities including Class A ordinary shares, preferred shares, warrants, debt securities, subscription rights, and units.

Key Highlights

  • Aggregate offering size: Up to US$100,000,000 in securities, to be offered from time to time in one or more offerings, according to the filing.
  • Public float: The aggregate market value of Class A ordinary shares held by non-affiliates was approximately US$1.38 million as of the prospectus date, calculated using 1,188,914 non-affiliate shares at a closing price of US$1.16 per share on October 26, 2026.
  • One-third cap applies: Pursuant to General Instruction I.B.5 of Form F-3, the company disclosed it may not sell securities in a public primary offering exceeding one-third of the aggregate market value of its Class A ordinary shares held by non-affiliates in any 12-month period so long as that value remains below US$75,000,000.
  • Multiple reverse stock splits: The filing disclosed four reverse stock splits since February 2025: 1-for-20 (February 11, 2025), 1-for-10 (May 5, 2025), 1-for-5 (August 4, 2025), and 1-for-5 (December 1, 2025), as well as a 1-for-3 split effective January 26, 2026.
  • Nasdaq compliance history: The company received a delisting notice on November 21, 2024, and subsequently regained compliance with the minimum bid price rule, as confirmed by Nasdaq on February 27, 2025.
  • Emerging growth company: The registrant indicated it qualifies as an emerging growth company and as a foreign private issuer, according to the filing.

NewGenIvf's Shelf Registration: Structure, Float Constraints, and Compliance History

NewGenIvf Group Limited (NASDAQ:NIVF), a British Virgin Islands holding company with operations primarily in Thailand, Cambodia, and Kyrgyzstan, filed a Form F-3 shelf registration statement on October 27, 2026. The filing registers up to US$100,000,000 in securities, which may include Class A ordinary shares, preferred shares, warrants, debt securities, subscription rights, and units. According to the filing, securities may be offered and sold in the same offering or in separate offerings, through underwriters, dealers, agents, or directly to purchasers, with specific terms to be detailed in future prospectus supplements.

The filing discloses a significant constraint on the company's offering capacity. Because the aggregate market value of Class A ordinary shares held by non-affiliates was approximately US$1.38 million as of the prospectus date - based on 1,188,914 non-affiliate shares at US$1.16 per share, the closing price on October 26, 2026 - the company is subject to the one-third cap under General Instruction I.B.5 of Form F-3. The filing also states that during the 12 calendar months prior to and including the prospectus date, the company had not offered or sold any securities pursuant to that instruction.

The filing provides a detailed account of the company's recent Nasdaq compliance challenges. According to the prospectus, NewGenIvf received a delisting notice on November 21, 2024, related to what it describes as the "MVPHS Deficiency" and "MLVS Deficiency." After requesting a hearing and receiving a Panel extension, the company carried out a 1-for-20 reverse stock split on February 11, 2025, and subsequently received confirmation from Nasdaq on February 27, 2025 that it had regained compliance with the minimum bid price rule and that its application to transfer to the Nasdaq Capital Market had been approved, effective February 28, 2025. The filing further discloses additional reverse splits on May 5, 2025 (1-for-10), August 4, 2025 (1-for-5), December 1, 2025 (1-for-5), and January 26, 2026 (1-for-3).

What Was Disclosed

NewGenIvf Group Limited filed a shelf registration on October 27, 2026, to offer up to US$100,000,000 in multiple security types. The filing details a limited public float of approximately US$1.38 million, an applicable one-third offering cap, and a series of five reverse stock splits since early 2025.