Exhibit 10.1
SHARE PURCHASE AGREEMENT
For an Additional 4% of PredicXion Group Limited
Date: 2 Jun 2026
Parties
This Share Purchase Agreement (the “Agreement”) is made by and among:
1. PredicXion Group Limited, a company organised under the laws of the British Virgin Islands, with registered address at Aegis Chambers, 1st floor, Ellen Skelton Building, 3076 Sir Francis Drake’s Highway, Road Town, Tortola, VG1110, British Virgin Islands (the “Company”);
2. NewGenIVF Group Limited, a British Virgin Islands incorporated company, with registered address at 1/F, Pier 2, Central, Hong Kong (the “Buyer”); and
3. The shareholders of the Company listed in Schedule A (each a “Seller” and collectively, the “Sellers”).
Each of the Company, Buyer and the Sellers is referred to as a “Party” and collectively as the “Parties”.
Recitals
(A) The Buyer wishes to acquire, and the Sellers wish to sell, an additional 4% equity interest in the Company on the terms set out in this Agreement.
(B) This Agreement is intended to be the sole binding agreement governing the sale and purchase of the Additional Shares. Any prior heads of agreement, term sheet, memorandum, understanding, discussion, email, draft or other arrangement relating to the Additional Shares is superseded in full and has no continuing legal effect, except for accrued payment, issuance or delivery obligations expressly restated in this Agreement.
(C) The Parties acknowledge that, before or contemporaneously with entry into this Agreement, Buyer has delivered the Immediate Cash Deposit and issued the Consideration Shares as part of the consideration for the Additional Shares.
1. Definitions and Interpretation
“Additional Shares” means an aggregate of 4% of the fully diluted equity of the Company, allocated among the Sellers as set out in Schedule A.
“Agreement” means this share purchase agreement, including all schedules and any written amendment signed by the Parties.
“Balance Cash Payment” means US$1,700,000 in immediately available funds, payable in cash, stablecoin or other cryptocurrency acceptable to the Sellers, to the Sellers on or before the Initial Deadline, as may be extended in writing.
“Business Day” means a day other than a Saturday, Sunday or public holiday on which banks are open for general business in the British Virgin Islands, Singapore and Hong Kong.
“Buyer Default Event” means Buyer fails to deliver the Balance Cash Payment by the Initial Deadline, as may be extended in writing, after the Closing Conditions have been satisfied or waived, other than conditions that by their nature are to be satisfied at Closing, and provided that neither the Company nor the Sellers are then in material breach of their Closing delivery obligations.
“Closing” means completion of the sale and purchase of the Additional Shares in accordance with Clause 4.
“Closing Conditions” means the conditions set out in Clause 5.
“Closing Date” means the date on which Closing occurs, which shall be within two Business Days after the Sellers receive the Balance Cash Payment, unless the Sellers agree otherwise in writing.
“Consideration Shares” means 1,500,000 Class A ordinary shares of Buyer issued or to be issued to the Sellers or their nominees under this Agreement, having an agreed transaction value of US$2,000,000.
“Immediate Cash Deposit” means US$300,000 in cash, stablecoin or other cryptocurrency already paid or to be paid by Buyer to the Sellers under this Agreement.
“Initial Deadline” means 30 August 2026.
“Material Adverse Change” means any event that materially and adversely affects the legal authority of a Party to consummate the transaction. For the Company and Sellers, this excludes changes in market conditions, crypto or digital asset markets, securities markets, regulatory developments generally affecting the industry, changes in business plans, business performance, valuation, product roadmap, market sentiment, or matters disclosed to Buyer before signing.
“Minimum Price” means the lower of (i) the Nasdaq official closing price on the trading day immediately preceding the relevant reference date, and (ii) the average Nasdaq official closing price for the five trading days immediately preceding such reference date.
“Original SPA” means the share purchase agreement dated 28 May 2026 between the relevant parties in respect of Buyer’s initial investment in the Company.
“Seller Dedicated Wallet” means the digital asset wallet address, or wallet addresses, designated in writing by the Sellers for receipt of the cash, stablecoin or digital asset portion of the Balance Cash Payment.
In this Agreement, references to clauses and schedules are to clauses and schedules of this Agreement. Headings are for convenience only and do not affect interpretation. The word “including” means “including without limitation”.
2. Sale and Purchase
2.1 Each Seller sells, and Buyer purchases, the number of Additional Shares set opposite its name in Schedule A, free and clear of all liens, claims and encumbrances, subject to and in accordance with this Agreement.
2.2 Buyer acknowledges that the Additional Shares represent an additional 4% equity interest in the Company only. No other equity, warrant, option, board nomination right, agency right, exclusivity right, revenue participation right, veto right, information right, anti-dilution right, redemption right or other special right is granted except as expressly stated in this Agreement or the Original SPA.
2.3 Time is of the essence for Buyer’s payment obligations under this Agreement.
3. Consideration
3.1 The total consideration for the Additional Shares is US$4,000,000, payable as follows:
| Component | Amount | Status / Timing | ||
| Immediate Cash Deposit | US$300,000 | Non-refundable once received, except in the case of Seller Default under Clause 8.2. | ||
| Consideration Shares | 1,500,000 Class A ordinary shares of Buyer, agreed transaction value US$2,000,000 | Issued or to be issued to the Sellers or their nominees as part of the consideration. | ||
| Balance Cash Payment | US$1,700,000 | Payable on or before the Initial Deadline, as may be extended in writing. |
3.2 Buyer confirms that the Consideration Shares have been validly issued, or will be validly issued, at a price of US$1.3333 per share, which Buyer represents is not lower than the applicable Minimum Price and does not require shareholder approval under applicable Nasdaq rules.
3.3 All payments shall be made free and clear of, and without deduction or withholding for, any bank charges, gas fees, taxes, set-off, counterclaim or other deductions, unless required by law. Any such required deduction shall be grossed up by Buyer so that the Sellers receive the full amount that would have been received absent such deduction.
3.4 The Immediate Cash Deposit and Consideration Shares are not financing or diligence deposits and shall not be refundable merely because Buyer changes its investment decision, fails to obtain internal or external financing, experiences a decline in share price or market value, or wishes to renegotiate the terms of this Agreement.
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4. Closing
4.1 Closing shall take place remotely by exchange of documents, signatures and payment confirmations on the Closing Date.
4.2 Deliveries by Sellers and Company. At or prior to Closing, the Sellers and the Company shall deliver, or procure delivery of:
| ● | Duly executed transfer forms and share certificates, or equivalent evidence of title, for the Additional Shares; |
| ● | Certified copies of resolutions of the Company’s board and, if applicable, shareholders approving the transaction; |
| ● | An updated register of members or equivalent evidence reflecting Buyer as holder of the Additional Shares, subject to receipt of the Balance Cash Payment; |
| ● | A certificate of the Company confirming that the Closing Conditions have been satisfied or waived. |
4.3 Deliveries by Buyer. At or prior to Closing, Buyer shall deliver:
| ● | The Balance Cash Payment by verified on-chain transfer to the Seller Dedicated Wallet, or by such other payment method as the Sellers may expressly agree in writing; |
| ● | Evidence reasonably satisfactory to the Sellers that the Consideration Shares have been validly issued, fully paid, non-assessable and recorded in the relevant register or transfer agent records in the name of the Sellers or their nominees; |
| ● | Certified copies of Buyer board approvals and any other corporate approvals required for the transaction and the issuance of the Consideration Shares. |
4.4 The Sellers are not required to transfer or register the Additional Shares until the Balance Cash Payment has been received in full in cleared or confirmed on-chain funds.
5. Closing Conditions
5.1 The obligations of the Sellers and the Company to complete Closing are subject to satisfaction or written waiver by the Sellers of the following conditions:
| ● | Buyer has delivered the Immediate Cash Deposit, the Consideration Shares and the Balance Cash Payment in accordance with this Agreement; |
| ● | Buyer’s representations and warranties are true and not misleading in all material respects at signing and Closing; |
| ● | Buyer has obtained all corporate, regulatory, Nasdaq, SEC and third-party approvals required for entry into, performance of and payment under this Agreement, including issuance of the Consideration Shares, if any; |
| ● | No trading suspension, delisting determination, shareholder approval requirement, injunction, regulatory restriction or other event exists that would materially impair the value, validity, issuance, receipt, ownership or transferability of the Consideration Shares. |
5.2 The obligations of Buyer to complete Closing are limited to the following conditions, each of which shall be interpreted narrowly:
| ● | The Sellers have authority and title to transfer the Additional Shares; |
| ● | The Company has obtained necessary corporate approvals to recognise the transfer of the Additional Shares; |
| ● | All pre-emptive rights of existing shareholders of the Company with respect to the Additional Shares have been waived or are not applicable; |
| ● | There is no court order or specific regulatory prohibition that legally prevents the transfer of the Additional Shares. |
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5.3 Buyer’s confirmatory due diligence is limited to corporate authority, capitalisation, ownership of the Additional Shares and material legal restrictions that would prevent Closing. Buyer shall be deemed to have completed and satisfied its due diligence condition unless it delivers a written notice specifying in reasonable detail any material uncured legal impediment within five Business Days after receipt of the Company’s due diligence materials. Buyer may not refuse to close on the basis of valuation, market conditions, business plan, product roadmap, regulatory developments generally affecting the industry, or matters disclosed to Buyer before signing.
5.4 Buyer confirms that its obligation to pay the Balance Cash Payment is not subject to financing, fundraising, share price, market capitalisation, board composition, public announcement, third-party investor consent, analyst coverage, investor relations outcome, or any condition not expressly set out in this Agreement.
5.5 For the avoidance of doubt, this transaction does not trigger any right for the Company or the Sellers to nominate additional independent non-executive directors to Buyer’s board. Any board nomination rights remain only as set forth in the Original SPA.
6. Representations and Warranties
6.1 By each Seller
Each Seller severally, and not jointly, represents and warrants solely with respect to itself and the shares sold by it that:
| ● | such Seller has good and marketable title to its portion of the Additional Shares, free of all liens; |
| ● | such Seller has full power and authority to enter into this Agreement and to transfer its portion of the Additional Shares; |
| ● | no consent or approval is required for such transfer, except as disclosed to Buyer in writing or obtained before Closing; |
| ● | if such Seller receives any Consideration Shares, such Seller is a sophisticated investor for the purpose of US securities laws and is not acquiring the Consideration Shares on behalf of, or for the account or benefit of, any US person as defined in Regulation S under the Securities Act. |
6.2 By the Company
The Company represents and warrants that:
| ● | it is duly organised and validly existing under BVI law; |
| ● | its authorised and outstanding share capital is as set out in Schedule B; |
| ● | to the Company’s knowledge, except as disclosed to Buyer in writing, there are no pending litigation proceedings or material regulatory orders specifically against the Company that would legally prevent Closing; |
| ● | if the Company receives any Consideration Shares, the Company is a sophisticated investor for the purpose of US securities laws and is not acquiring the Consideration Shares on behalf of, or for the account or benefit of, any US person as defined in Regulation S under the Securities Act. |
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6.3 By Buyer
Buyer represents and warrants that:
| ● | it is duly organised and validly existing under BVI law and has full power and authority to enter into and perform this Agreement; |
| ● | it is a Foreign Private Issuer listed on Nasdaq under the symbol “NIVF”; |
| ● | the execution and performance of this Agreement and the issuance of the Consideration Shares have been duly authorised and do not require further shareholder approval; |
| ● | the Consideration Shares have been, or at issuance will be, validly issued, fully paid, non-assessable, free of liens created by Buyer, and issued in compliance with applicable securities laws, Nasdaq rules, Buyer’s constitutional documents and all existing financing agreements; |
| ● | Buyer’s SEC filings are current in all material respects and Buyer is in compliance with applicable Nasdaq listing standards, except as expressly disclosed in writing to the Company before signing; |
| ● | Buyer is not aware of any pending Nasdaq delisting determination, trading suspension, SEC enforcement inquiry, undisclosed financing default, undisclosed share issuance restriction, or material undisclosed event that would reasonably be expected to impair the value, validity, issuance, receipt, ownership or tradability of the Consideration Shares; |
| ● | Buyer has sufficient cash, cash equivalents or committed funding to pay the Balance Cash Payment when due and acknowledges that lack of financing is not a defence to non-payment; |
| ● | Buyer has not relied on any representation, warranty, projection, forecast, valuation, business plan, public-market pathway, listing expectation, token, licensing outcome, regulatory outcome, product launch timing, user metric, celebrity or entertainment collaboration, or other statement not expressly set out in this Agreement; |
| ● | Buyer is entering into this Agreement as principal and not as nominee, agent or trustee for any undisclosed person; |
| ● | Buyer acknowledges that the default payment, non-refundable consideration and remedies in Clause 8 are commercially reasonable, negotiated between sophisticated parties, and reflect the risk allocation agreed under this Agreement. |
7. Covenants
7.1 Buyer shall cooperate promptly and in good faith to complete Closing and shall not take any action intended to delay, frustrate, unwind or impair the transactions contemplated by this Agreement.
7.2 The Initial Deadline may be extended only by mutual written consent of Buyer and the Sellers or the Company. Any extension must be evidenced by a written instrument signed by Buyer and the Sellers or the Company. If extended, Buyer shall pay the Balance Cash Payment on or before the extended deadline.
7.3 To the extent any portion of the consideration is separately contributed, advanced or assigned to the Company, such funds shall be used by the Company as working capital for expansion of the K25.ai platform in the Asia-Pacific region, subject to the Company’s board-approved budget and business plan.
7.4 Buyer shall not make any public announcement, press release, filing or disclosure regarding this Agreement, the Company, K25.ai or the Sellers without the Company’s prior written consent, except to the extent required by applicable law or Nasdaq or SEC rules. Where disclosure is required, Buyer shall consult with the Company in advance and use reasonable efforts to limit the disclosure to the minimum legally required content.
7.5 The Parties shall keep this Agreement and all non-public information received in connection with it confidential, except as required by law, regulation, court order, Nasdaq or SEC rules, or to professional advisers who are bound by confidentiality obligations.
7.6 Buyer shall not assign, transfer or delegate any right or obligation under this Agreement without the prior written consent of the Company and the Sellers. Any purported assignment without such consent shall be void.
7.7 Each Party shall execute and deliver such further documents and take such further actions as may be reasonably required to give effect to this Agreement.
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8. Default and Remedies
8.1 Buyer Default and 100% Default Payment
If Buyer fails to deliver the Balance Cash Payment to the Sellers by the Initial Deadline, as may be extended in writing, and the Buyer closing conditions in Clause 5.2 have been satisfied or waived other than conditions that by their nature are to be satisfied at Closing, such failure shall constitute a Buyer Default Event.
Upon the occurrence of a Buyer Default Event:
| ● | Buyer shall be deemed to have forfeited the transaction and shall have no right to receive any Additional Shares; |
| ● | the Immediate Cash Deposit shall be forfeited to the Sellers and shall be non-refundable; |
| ● | the Consideration Shares shall remain the property of the Sellers or their nominees and Buyer shall not seek cancellation, rescission, reversal, clawback, transfer restriction, injunction or similar relief in respect of such shares; |
| ● | Buyer shall, within three Business Days after written demand by the Sellers, pay to the Sellers an additional amount equal to 100% of the Balance Cash Payment, being US$1,700,000, as agreed liquidated damages for Buyer’s failure to complete; |
| ● | the Parties acknowledge that the 100% default payment, together with the Sellers’ right to retain the Immediate Cash Deposit and Consideration Shares to the maximum extent enforceable by law, is a genuine pre-estimate of loss and a commercially reasonable allocation of risk between sophisticated parties, having regard to lost transaction certainty, lost opportunity cost, market risk, reputational risk, legal and advisory costs, and strategic delay, and is not intended to operate as a penalty; |
| ● | if retention of any Consideration Shares is restricted, cancelled, voided or otherwise not legally effective for any reason caused by Buyer, Buyer shall pay the Sellers the agreed transaction value of such affected shares in cash as a debt due and payable on demand, without prejudice to the 100% default payment; |
| ● | the Sellers may pursue debt recovery, specific performance of payment obligations, injunctive relief and any other remedies available at law or in equity, without any obligation to mitigate by seeking another buyer for the Additional Shares. |
8.2 Seller Default. If the Sellers receive the Balance Cash Payment in full and then fail to transfer the Additional Shares within 10 Business Days after receipt, Buyer shall be entitled to specific performance. If specific performance is finally determined to be unavailable due solely to Seller default, Buyer may terminate this Agreement and receive return of the Balance Cash Payment and, to the extent actually received and retained by the Sellers, the Immediate Cash Deposit and Consideration Shares or their cash-equivalent value. Buyer shall not be entitled to consequential, indirect, punitive, special or loss-of-profit damages.
8.3 Remedies Cumulative. Except as expressly provided otherwise, the rights and remedies in this Agreement are cumulative and not exclusive.
9. Termination
9.1 This Agreement may be terminated:
| ● | by mutual written consent of Buyer and the Company or the Sellers; |
| ● | by the Sellers if a Buyer Default Event occurs; |
| ● | by Buyer only if the Sellers fail to transfer the Additional Shares within 10 Business Days after receipt in full of the Balance Cash Payment and Buyer is not in breach of this Agreement; |
| ● | automatically upon Closing. |
9.2 Termination shall not affect accrued rights, payment obligations, liquidated damages, confidentiality obligations, dispute resolution, costs, fraud, wilful misconduct, indemnities, remedies, or any provision intended to survive termination.
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10. Governing Law and Dispute Resolution
10.1 This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by the laws of the British Virgin Islands.
10.2 Any dispute arising out of or relating to this Agreement shall be finally resolved by arbitration administered by the BVI International Arbitration Centre under the BVI Arbitration Rules. The number of arbitrators shall be one. The seat of arbitration shall be the British Virgin Islands. The language of the arbitration shall be English.
10.3 Nothing in this Clause prevents any Party from seeking urgent interim or injunctive relief from any court of competent jurisdiction.
11. Notices
Any notice under this Agreement shall be in writing and delivered by email, courier or personal delivery to the addresses or email addresses notified by the relevant Party in writing. Notices by email shall be deemed received when sent, provided that no bounce-back or delivery failure notice is received. Each Party shall promptly notify the others of any change to its notice details.
12. Miscellaneous
12.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties in relation to the sale and purchase of the Additional Shares and supersedes all prior agreements, heads of agreement, term sheets, drafts, discussions, understandings, emails and arrangements relating to the Additional Shares. No prior document or communication shall have any legal effect except to the extent expressly restated in this Agreement.
12.2 Amendments. Any amendment, waiver or consent must be in writing and signed by the Party against whom enforcement is sought.
12.3 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together constitute one instrument.
12.4 Severability. If any provision is held to be invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the Parties’ original commercial intent.
12.5 Costs. Each Party shall bear its own costs unless otherwise provided in this Agreement, except that the prevailing Party in any enforcement action shall be entitled to recover reasonable legal fees, arbitration costs and enforcement costs.
12.6 Taxes. Buyer shall be responsible for any stamp duty, transfer tax, issuance tax, withholding tax or similar tax arising from its purchase of the Additional Shares or issuance of the Consideration Shares, other than taxes imposed on the Sellers’ net income.
12.7 No Partnership. Nothing in this Agreement creates a partnership, joint venture, fiduciary relationship or agency between the Parties.
12.8 Third Party Rights. A person who is not a Party has no right to enforce any term of this Agreement, except that a Seller nominee receiving Consideration Shares may enforce provisions relating to those shares.
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Execution
IN WITNESS WHEREOF, the Parties have executed this Share Purchase Agreement as of the date first written above.
| PredicXion Group Limited | ||
| By: | /s/ Kong Yiu CHEUNG | |
| Name: | Kong Yiu CHEUNG | |
| Title: | CEO | |
NewGenIVF Group Limited |
||
| By: | /s/ Alfred Siu | |
| Name: | Alfred Siu | |
| Title: | CEO | |
| Sellers (as per Schedule A) | ||
| By: | /s/ Kong Yiu CHEUNG | |
| Name: | Kong Yiu CHEUNG | |
| Title: | CEO | |
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Schedule A - Sellers and Allocation of Additional Shares (4%)
| Seller Name | Percentage of Company | |
| Kong Yiu CHEUNG (Andy Cheung) | 100% of the 4% Additional Shares |
Schedule B - Capitalisation of the Company
As at the date of this Agreement, Kong Yiu CHEUNG (Andy Cheung) holds 98% of the issued share capital of the Company, subject to the transactions contemplated by the Original SPA and this Agreement. The Company’s cap table and register of members shall be fully updated concurrently with Closing to reflect the transactions completed as of Closing.
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