NewGenIvf Group Ltd (NIVF) SEC Filings

NewGenIvf Group Ltd (NIVF) reported the initial beneficial ownership status of newly appointed independent non-executive director Lau Tsz Hin Vincent on a Form 3. The filing does not report any holdings or transactions in NewGenIvf securities by this director as of the report. The company explains the Form 3 was filed late due to administrative and logistical delays related to remote/foreign notarization and obtaining EDGAR access credentials.

NewGenIvf Group Ltd (NIVF) filed an initial ownership report on Form 3 for Lam Chun Tung Patrick, who serves as an Independent Non-Executive Director. The filing states there are no reportable holdings or transactions in NewGenIvf Group Ltd securities at this time. The company explains the Form 3 was submitted late due to administrative and logistical delays in obtaining remote/foreign notarization and EDGAR access credentials for the newly appointed director, who was appointed on June 8, 2026.

NewGenIvf Group Ltd (NIVF) director and ten percent owner Cheung Kong Yiu reported a series of acquisitions of Class A ordinary shares. In four tranches issued under share purchase agreements, he acquired a total of 3,722,223 Class A ordinary shares, with reported prices per share ranging from $1.00 to $1.50. The filing states that the first three tranches reflect adjustments for a 1-for-3 reverse stock split, covering 222,223 shares on May 28, 2026, 500,000 shares on June 2, 2026, 500,000 shares on June 18, 2026, and 2,500,000 shares on July 27, 2026, all issued directly to the reporting person under share purchase agreements between him and the company.

NewGenIvf Group Ltd (NIVF) reports the initial beneficial ownership status of Cheung Kong Yiu on a Form 3 as a director and ten percent owner. The company explains that this Form 3 was filed late due to administrative and logistical delays in obtaining remote/foreign notarization and processing EDGAR access credentials (Form ID) for the newly appointed reporting person, who became a director on June 8, 2026. No specific holdings or transactions are detailed in the data provided.

NewGenIvf Group Limited (NIVF), a British Virgin Islands holding company for assisted reproductive services clinics in Thailand, Cambodia and Kyrgyzstan, has filed an amended F-1 to offer Class A Ordinary Shares and Pre-Funded Warrants on a best-efforts basis and to register the resale of up to 3,555,900 Class A Ordinary Shares issuable upon conversion of existing convertible notes held by selling securityholders. Purchasers who would exceed 4.99% (or 9.99% at their election) ownership may buy Pre-Funded Warrants, exercisable at $0.00001 per share, instead of shares. As of September 1, 2026, 2,243,132 Class A and 12,642 Class B shares were outstanding, with Class B carrying 100 votes per share. The company describes a history of Nasdaq listing deficiencies addressed through multiple reverse stock splits and a transfer to the Nasdaq Capital Market, and reports 2025 revenue of $4.7 million and net income of $9.7 million after a 2024 net loss, alongside acquisitions in fertility technology and a staged investment in PredicXion Group Limited.

NewGenIvf Group Limited (NIVF), a British Virgin Islands holding company for assisted reproductive services clinics in Thailand, Cambodia and Kyrgyzstan, is filing a Form F-1 to conduct a primary, best-efforts offering of Class A Ordinary Shares and accompanying Pre-Funded Warrants, with all securities sold by the company.

The offering may include Pre-Funded Warrants for investors constrained by 4.99% or 9.99% beneficial ownership limits, with a US$0.00001 exercise price and a one-for-one reduction in shares offered. As of August 19, 2026, 6,367,870 Class A and 37,925 Class B Ordinary Shares were outstanding, with Class B carrying 100 votes per share and being convertible into Class A. Class A shares last closed at $0.56 on Nasdaq. NewGenIvf reported revenue of US$5.43 million in 2024 and US$4.73 million in 2025, with net income shifting from a loss of US$(0.47) million in 2024 to profit of US$9.73 million in 2025. As of December 31, 2025, cash was US$758,621, total indebtedness US$6.73 million, and total capitalization US$26.63 million.

NewGenIvf Group Ltd (NIVF) reports that Lee Sze Mun, a director of the company, has filed an initial Form 3 as a reporting person. The filing notes it is being made after the June 11, 2026 deadline due to a delay in receiving EDGAR access codes following a Form ID application. No equity holdings or transactions are reported in this Form 3.

NewGenIvf Group Limited (NIVF) reports that its board approved a reverse stock split of all issued and unissued shares, including Class A and Class B ordinary shares and preferred shares, at a ratio of one share for every three shares. Under the BVI Business Companies Act and the company’s M&A, the board can implement this action without a shareholder vote, and no shareholder approval will be sought.

The reverse stock split will be effective at 12:01 a.m. (ET) on September 1, 2026, and Class A ordinary shares will begin trading on Nasdaq on a split-adjusted basis that day, continuing under the symbol “NIVF” with a new CUSIP. The number of outstanding Class A ordinary shares will be reduced from 6,307,870 to approximately 2,102,623, with every three existing shares automatically combined into one. No fractional shares will be issued; holders otherwise entitled to a fraction will receive one whole post-split share. Outstanding options, warrants and other convertible securities will be proportionally adjusted by dividing the underlying share amounts by three, subject to rounding, while par value remains nil and the company’s unlimited authorized share capital is unchanged.

NewGenIvf Group Ltd (NIVF) reported that Chief Marketing Officer Fong Hei Yue Tina received a grant of 272,140 stock options to acquire Class B Ordinary Shares at an exercise price of US$0.0001 per share. The options vest upon grant and expire on August 17, 2033, granted under the company’s 2024 Share Incentive Plan and an Employee Stock Option Agreement dated August 17, 2026. Following this award, the reporting person holds 345,787 stock options in total.