NewGenIVF Group Limited (NASDAQ: NIVF) announced it has entered into a Repurchase and Forbearance Agreement with an undisclosed investor to repurchase all outstanding convertible notes and warrants previously issued to that investor.

The securities were originally issued under securities purchase agreements entered into in August 2024 and April 2025. Under the settlement, the investor will refrain from converting the outstanding convertible notes, exercising the warrants, and pursuing additional closings under those agreements, provided the company is not in default of its obligations.

The convertible notes will be cancelled upon full payment of the note purchase price, and the warrants will be cancelled upon full payment of the warrant purchase price. The aggregate consideration is payable under a scheduled installment plan extending through late 2027. The company may prepay all or any portion of the outstanding amounts at any time without penalty.

Alfred Siu, Founder, Chairman and Chief Executive Officer, said, "This settlement represents a pivotal moment for NewGen. By eliminating potential dilution from the convertible note and warrants, we believe we are strengthening our capital structure."

The company filed a Form 6-K with the U.S. Securities and Exchange Commission disclosing details of the agreement. NewGenIVF is headquartered in Bangkok and operates across real estate development, digital assets, and reproductive health services.