NewGenIvf Group (NASDAQ: NIVF) (“NewGen” or the “Company”), a
comprehensive fertility services provider in Asia helping couples
and individuals obtain access to fertility treatments, today
announced an update on its proposed reverse merger (the “Proposed
Transaction”) with pharmaceutical company COVIRIX Medical Pty Ltd
("COVIRIX"). The Company reports steady progress in its due
diligence efforts and, contingent upon meeting all regulatory
requirements, anticipates completing the Proposed Transaction by
the end of August 2024.
Mr. Siu Wing Fung Alfred, Founder, Chairman, and
CEO of NewGen, commented, "We are very encouraged by the progress
of our due diligence on COVIRIX. The ongoing antiviral research at
a prominent U.S. university underscores COVIRIX's commitment to
developing innovative therapies for respiratory diseases. This
aligns well with our vision to expand our healthcare offerings
beyond fertility treatments. Additionally, we've learned that
COVIRIX holds 80,000 Zucoins crypto tokens in its treasury. These
tokens are expected to be listed on the Zutopia Marketplace trading
platform soon, with COVIRIX’s projections suggesting they could
achieve approximately 20% of the Bitcoin market price. While we
must emphasize that there's no guarantee this projection will be
realized, if it does, this asset could potentially represent
substantial value for our merged entity. This combination of
cutting-edge medical research and forward-thinking asset management
exemplifies the innovative approach of COVIRIX. We believe these
developments further support our vision for creating a dynamic,
multifaceted healthcare company that can deliver significant value
to our shareholders. As we continue our due diligence process,
we're increasingly excited about the potential synergies and
opportunities this merger could bring to both companies and our
stakeholders."
Mr. Richard Li, Executive Director and Head of
Corporate Development of COVIRIX Medical, commented, "We are
thrilled to announce that COVIRIX has officially engaged a
prominent U.S. university to conduct an in vitro study of our
primary patented antiviral drug candidate. This study will focus on
several respiratory viruses, including various influenza strains
and the rapidly spreading Avian influenza H5N1 in the United
States, as well as RSV. We expect to have results within weeks,
which marks an exciting milestone in our research timeline. Our
drug's unique mechanism of action has already shown promising
effectiveness against SARS-CoV-2 and its multiple variants in our
previous in vitro studies. Based on these earlier results, we are
optimistic that our drug candidate will demonstrate similar
efficacy against the respiratory viruses in this current study,
subject to appropriate results from follow-up clinical trials. This
research represents a significant step forward in our mission to
develop broad-spectrum antiviral therapies that can address
multiple respiratory diseases, potentially including those with
pandemic potential."
The Proposed Transaction
Pursuant to the Term Sheet, it is proposed that
NewGen issue 102,890,000 of its ordinary shares to the
shareholder(s) of COVIRIX or their respective nominees (the
“COVIRIX Shareholders”) in exchange for 100% equity interest of
COVIRIX, at a deemed price per share of US$6, representing an
aggregate amount of US$617,340,000. Simultaneously, it is proposed
that COVIRIX undertakes to introduce investors to raise US$6
million at US$6 per share for NIVF, in a form mutually acceptable
to both NewGen and COVIRIX.
Following stockholder approval of the Proposed
Transaction, COVIRIX Shareholders are expected to hold
approximately 85.8% equity interest in NewGen. The Company expects
to announce additional details regarding the Proposed Transaction
when a definitive agreement is executed. The completion of the
Proposed Transaction is subject to, among other matters, the
completion of due diligence, the negotiation of a definitive
agreement, obtaining adequate financing, satisfaction of the
conditions negotiated therein, and approval of the Proposed
Transaction by the board and stockholders, as and when applicable.
There can be no assurance that a definitive agreement will be
entered into or that the Proposed Transaction will be consummated
on the terms or timeframe currently contemplated, or at all. Mr.
Richard Li, who serves as Executive Director and Head of Corporate
Development of COVIRIX and as an Independent Director of NewGen,
will abstain from voting in any and all future decisions related to
the Proposed Transaction.
About NewGen
NewGen 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 Group and its management have 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 COVIRIX Medical
COVIRIX Medical is a pharmaceutical company
based in Melbourne, Australia. COVIRIX Medical’s mission is
dedicated to repurpose and develop antiviral and anti-inflammatory
drugs for treatment of Pulmonary Diseases (Respiratory Infections),
including COVID-19, with existing small molecule antivirals
uniquely administered via oral inhalation. COVIRIX Medical was
founded by a team of renowned professionals with complementary
expertise and decades of industry experience to deliver the
company’s stated mission. COVIRIX Medical is managed by a team of
professionals with complementary expertise and deep experience in
healthcare, biotech, drug development, drug synthesis and testing,
and investment banking.
The COVIRIX antiviral drug has demonstrated
effectiveness against a number of SARS CoV-2 variants in extensive
in-vitro studies. Its drug has a unique mechanism of action and is
a broad-spectrum antiviral. Subject to appropriate clinical trial
results, the same patented antiviral treatment is applicable to
treating a wide range of viral respiratory diseases: (all types of)
influenza including Avian Influenza, RSV, metapneumoviruses,
seasonal coronaviruses, etc. COVIRIX Medical has responded to
COVID-19 since the start of the COVID Pandemic in early 2020. While
preparing for future mutations of the SARS CoV-2 virus, COVIRIX
Medical is also readying for the inevitable next respiratory virus
pandemic. To learn more about COVIRIX Medical, visit
http://covirix.com/.The information contained on, or accessible
through, COVIRIX Medical’s website is not incorporated by reference
into this press release, and you should not consider it a part of
this press release.
Forward-Looking Statements
This 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 or NewGenIvf Group's future
commercial operations. 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 or
NewGenIvf Group's inability to implement its business plans,
identify and realize additional opportunities, or meet or exceed
its financial projections and changes in the regulatory or
competitive environment in which the Company or NewGenIvf Group
operates. You should carefully consider the foregoing factors and
the other risks and uncertainties described in NewGenIvf Group's
Annual Report on Form 20-F and other documents filed or to be filed
by NewGenIvf Group with the U.S. Securities and Exchange Commission
(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 and
NewGenIvf Group undertakes no obligation to update any
forward-looking statement, except as required under applicable
law.
Investor Relations Contact
ICR, LLCRobin YangPhone: +1 (212)
537-4406Email: Newgenivf.IR@icrinc.com
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