NewGenIvf Group Ltd. Announces Securities Purchase Agreement

TL;DR

NewGenIvf Group Ltd. is selling securities to investors, including JAK Opportunities VI L.P., on Aug 7, 2024.

AI Summary

On August 7, 2024, NewGenIvf Group Limited entered into a Securities Purchase Agreement with certain investors, referred to as the "Buyers," to sell securities. The initial closing involves JAK Opportunities VI L.P. as a buyer. The company is a foreign private issuer and is filing this report under the 1934 Act.

Why It Matters

This filing indicates NewGenIvf Group Limited is raising capital through a securities sale, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — Securities purchase agreements can indicate a need for capital, potentially signaling financial challenges or expansion plans that carry inherent risks.

Key Players & Entities

• NewGenIvf Group Limited (company) — The company entering into the agreement.
• August 7, 2024 (date) — Date of the Securities Purchase Agreement.
• JAK Opportunities VI L.P. (company) — One of the buyers in the securities purchase.

FAQ

Key Financial Figures

• $1,100,000 — original principal amount not exceeding $1,100,000), and which terms are further set forth
• $9,500,000 — onal convertible notes shall not exceed $9,500,000) (the “Additional Notes,” a
• $2,700,000 — es in the aggregate principal amount of $2,700,000 (the “Exchange Notes”) and
• $0 — on Date or other date of determination, $0.83, subject to adjustment as provided i

Filing Documents

• ea0211518-6k_newgen.htm (6-K) — 26KB
• ea021151801ex4-1_newgen.htm (EX-4.1) — 1010KB
• ea021151801ex4-2_newgen.htm (EX-4.2) — 70KB
• ea021151801ex4-3_newgen.htm (EX-4.3) — 285KB
• ea021151801ex4-4_newgen.htm (EX-4.4) — 178KB
• 0001213900-24-069887.txt ( ) — 1571KB

From the Filing

OF FOREIGN PRIVATE ISSUER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 Commission file number: 001-42004 NEWGENIVF GROUP LIMITED 36/39-36/40, 13th Floor, PS Tower Sukhumvit 21 Road (Asoke) Khlong Toei Nuea Sub-district Watthana District, Bangkok 10110 Thailand (Address of Principal Executive Offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20- F Form 40-F EXPLANATORY NOTE (i) Debt Financing On August 7, 2024, NewGenIvf Group Limited (“Company”) entered into a Securities Purchase Agreement with certain investors named therein (collectively, the “Buyers”), pursuant to which, amongst other things: (i) the Company agreed to sell, at an initial closing with JAK Opportunities VI LLC (“JAK” and such initial closing, the “Initial Closing”), pursuant to which the Company agreed to sell to JAK (a) a senior convertible note (the “Initial Note”) in the aggregate original principal amount not exceeding $1,100,000), and which terms are further set forth below under the subheading “(ii) Initial Closing with JAK”), (b) a warrant to purchase 1,325,301 Class A Ordinary Shares of the Company, no par value (“Class A Shares” and such warrant, the Series A Warrant), and (c) a warrant to purchase 180,722 Class B Ordinary Shares of the Company, no par value (“Class B Shares” and such warrant, the Series B Warrant, and the Series B Warrants, together with the Series A Warrants, the “Warrants”); and (ii) the Company may require each Buyer (or each Buyer may require the Company, as applicable) to participate in the sale of (a) one or more additional convertible notes (which aggregate original principal amount for all additional convertible notes shall not exceed $9,500,000) (the “Additional Notes,” and, together with the Initial Note, the “Notes”). In connection with the Notes, the Series A Warrants and the Series B Warrants, the Company entered into a registration rights agreement, pursuant to which the Company agrees to provide certain registration rights with respect to the Registrable Securities (as defined below). The form of the registration rights agreement is included as Exhibit C in the Securities Purchase Agreement filed with this current report on Form 6-K (this “Report”) as Exhibit 4.1. Capitalized terms used in this Report but not otherwise defined have the meanings set forth in the Securities Purchase Agreement. “Registrable Securities” means the shares issuable upon conversion or otherwise of the Notes (the “Conversion Shares”), (ii) the shares issuable upon exercise of the Warrants (the “Warrant Shares”); and (iii) any shares of the Company issued or issuable with respect to the Conversion Shares, the Warrant Shares, the Notes or the Warrants, including, without limitation, (1) as a result of any share split, share dividend, recapitalization, exchange or similar event or otherwise and (2) any shares of the Company into which the Class A Shares are converted or exchanged and share capital of a Successor Entity (as defined in the Warrants) into which the shares are converted or exchanged, in each case, without regard to any limitations on conversion of the Notes or exercise of the Warrants. Additionally, in connection with the Securities Purchase Agreement, the Company entered into amendment and exchange agreements with certain holders of its convertible promissory notes (the “Existing Notes” and each of such amendment and exchange agreements, “Amendment and Exchange Agreement”), pursuant to which the Company will exchange the Existing Notes by issuing, among other things, (i) senior convertible notes in the aggregate principal amount of $2,700,000 (the “Exchange Notes”) and (b) a series of warrants to initially acquire up to a certain number of ordinary shares to the holders of the Existing Notes set forth therein or in the Amendment and Exchange Agreement (the “Exchange Warrants”). The form of the Amendment and Exchange Agreement, the form of Exchange Notes, and the form of Exchange Warrants are filed as Exhibits 4.2, 4.3, and 4.4 to this Report, respectively. The Securities Purchase Agreement contains customary representations, warranties and covenants by, among and for the benefit of the parties, as well as customary indemnification provisions. 1 (ii) Initial Closing with JAK On August 12, 2024, the Company and JAK consummated the Initial Closing. The Initial Note sold to JAK in connection with the Securities Purchase Agreement bears an interest rate of 14.75% per annum and is convertible

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View this 6-K filing on SEC EDGAR