[144] Mastercard Incorporated SEC Filing

Rhea-AI Filing Summary

NewGenIvf Group Limited (NIVF) has taken two capital-structure actions, as disclosed in its July 2025 Form 6-K.

First, on 4 July 2025 the Board filed an amendment to the company’s memorandum & articles of association, lifting the cap of 50 million shares and authorising an unlimited number of Class A ordinary shares, Class B ordinary shares and preferred shares. The amendment became effective upon filing with the British Virgin Islands registry and is attached as Exhibit 3.1.

Second, on 5 July 2025 the Board approved a 1-for-5 reverse stock split of all issued and unissued shares. No shareholder vote is required under BVI law or the company’s governing documents. The reverse split is targeted to become effective on or about 4 August 2025; NIVF’s Class A ordinary shares are expected to begin trading on Nasdaq on a post-split basis that same day. The split is expressly intended to help the company regain compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of US$1.00.

Key mechanics:

• Outstanding Class A shares will shrink from roughly 7,029,880 to 1,405,976.
• No fractional shares will be issued; holders entitled to a fraction will receive one whole post-split share.
• All options, warrants and other convertibles will be proportionally adjusted (÷5) and rounded to the nearest whole share.
• Par value remains nil; the M&A already allows unlimited authorised shares, so no further charter change is needed for the split.

Implications for investors: the reverse split should immediately increase the market price per share five-fold, aiding Nasdaq compliance, but it does not change the company’s underlying valuation. The newly unlimited authorised share count gives the Board broad flexibility for future equity issuance, which could be used for capital raising or acquisitions but also carries dilution risk.

Positive

• Nasdaq compliance strategy: The 1-for-5 reverse split is designed to lift the share price above US$1.00, reducing delisting risk.
• Administrative efficiency: Board may execute split without shareholder vote, allowing swift action before the compliance deadline.

Negative

• Dilution capacity: Authorising an unlimited number of shares enables significant future issuance that could dilute existing shareholders.
• Signal of price weakness: Reverse splits are often viewed as indicators of sustained low share prices and potential operational challenges.

Insights

Financial Analyst

TL;DR: Reverse split targets Nasdaq compliance; float shrinks to 1.4 M shares, but economic ownership unchanged.

The 1-for-5 reverse split is a technical move to lift NIVF’s per-share price above US$1.00 and avoid delisting. With only ~7.0 M shares pre-split, the float is already modest; post-split shares outstanding drop to ~1.4 M, which could increase volatility. Because par value is nil and ownership percentages are unchanged, the action is capital-neutral. The simultaneous authorisation of unlimited shares provides future financing flexibility but offsets any scarcity premium created by the split. Overall impact on near-term fundamentals is limited; investors should monitor whether the company issues additional shares once compliance is restored.

Corporate Governance Expert

TL;DR: Unlimited share authorisation empowers Board; dilution risk rises as shareholder oversight limited.

Board-driven charter amendments and the reverse split were executed without shareholder approval, permissible under BVI law but reducing investor checks and balances. Moving to an unlimited authorised share structure removes a traditional discipline that caps dilution. Coupled with the small post-split float, any sizeable secondary offering could materially affect existing holders. Governance risk is therefore elevated despite the operational need for Nasdaq compliance.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	312	177602.88	901263158	07/07/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	06/22/2025	Restricted Stock Units	Issuer			312	06/22/2025	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
10b5-1 Sales for JULIUS GENACHOWSKI 2000 Purchase Street Purchase NY 10577	Common	06/24/2025	310	173910.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

Why is NewGenIvf (NIVF) implementing a 1-for-5 reverse stock split?

To raise the per-share price above US$1.00 and maintain Nasdaq listing compliance under Rule 5550(a)(2).

When will the NIVF reverse split take effect?

On or about 4 August 2025, after which the Class A shares will trade on a post-split basis.

How many NewGenIvf shares will be outstanding after the split?

Outstanding Class A shares will decrease from approximately 7,029,880 to about 1,405,976.

Will fractional shares be issued to NIVF investors?

No. Investors entitled to a fractional share will receive one whole post-split share instead.

What changes were made to NewGenIvf’s authorised share capital?

The cap of 50 million shares was removed; the company now has an unlimited number of authorised ordinary and preferred shares.

Do shareholders need to vote on the reverse split or charter amendment?

No. Under BVI law and the company’s M&A, the Board can enact both actions without shareholder approval.