[6-K] NewGenIvf Group Limited Class A ordinary shares Current Report (Foreign Issuer)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2025

Commission File Number: 001-42004

NEWGENIVF GROUP LIMITED

36/39-36/40, 13th Floor, PS Tower

Sukhumvit 21 Road (Asoke)

Khlong Toei Nuea Sub-district

Watthana District, Bangkok 10110

Thailand

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒         Form 40-F ☐

EXPLANATORY NOTE

As of the date of this report, the total issued and outstanding shares of the Company (the “Shares”) is 4,324,565, consisting of 4,304,037 Class A ordinary shares and 20,528 Class B ordinary shares. This represents an increase from the 1,050,840 Shares disclosed in the Company’s most recent prospectus filed on June 3, 2025. The increase is attributable to:

(i) exercises of warrants and convertible notes by an existing warrant holder and convertible note holder; and

(ii) share issuances pursuant to the Company’s Common Shares Purchase Agreement with White Lion Capital, LLC.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 20, 2025

	NewGenIvf Group Limited
	By:	/s/ Wing Fung Alfred Siu
	Name:	Wing Fung Alfred Siu
	Title:	Chairman of the Board and Director

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