COVIRIX Medical Pty Ltd executed a non-binding term sheet to acquire NewGenIvf Group Limited (NasdaqGM:NIVF) for approximately $140 million in a reverse merger transaction on June 3, 2024. 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 in exchange for 100% equity interest of COVIRIX, at a deemed price per share of $6, representing an aggregate amount of $617,340,000. Following stockholder approval of the Proposed Transaction, COVIRIX Shareholders are expected to hold approximately 85.8% equity interest in NewGen.

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.