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

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.

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 July 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

On July 4, 2025, the Board of Directors of NewGenIvf Group Limited (the “Company”), by written consent, in accordance with the applicable provisions of the Company’s existing memorandum and articles of association (“M&A”), and the laws of the British Virgin Islands, approved an amendment to the M&A to increase the authorized shares of the Company from a maximum of 50,000,000 shares with no par value, divided into: (a) 40,000,000 class A ordinary shares; (b) 9,995,000 class B ordinary shares; and (c) 5,000 preferred shares, to an unlimited number of shares with no par value, consisting of: (a) unlimited class A ordinary shares; (b) unlimited class B ordinary shares; and unlimited preferred shares (the “Amendment”). On July 4, 2025, upon filing of the Amendment with the Registry of Corporate Affairs of the British Virgin Islands, the Amendment became effective. A copy of the amended memorandum and articles of association is filed as Exhibit 3.1 to this Report. 

On July 5, 2025, the Board of Directors of the Company approved a reverse stock split of all of the Company’s issued and unissued shares, including the Class A ordinary shares with no par value (the “Class A Ordinary Shares”), Class B ordinary shares with no par value and preferred shares with no par value, at an exchange ratio of one (1) share for five (5) shares (the “Reverse Stock Split”). Pursuant to the BVI Business Companies Act (as amended) and the Company’s M&A, the Company’s Board of Directors is authorized to effect the Reverse Share Split without the approval of the Company’s shareholders. Accordingly, no shareholder vote, consent or approval is required or will be sought in respect of the Reverse Share Split. The Company expects that the Reverse Stock Split will become effective on or around August 4, 2025, and that its Class A Ordinary Shares will begin trading on the Nasdaq Capital Market on a post-Reverse Stock Split basis on such date.

The Reverse Stock Split is intended for the Company to remain compliant with a minimum bid price of $1.00 per share for continued listing on Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2).

The Reverse Stock Split will reduce the number of outstanding Class A Ordinary Shares of the Company from approximately 7,029,880 to approximately 1,405,976 Class A Ordinary Shares. Every five (5) outstanding Class A Ordinary Shares will be combined into and automatically become one post-Reverse Stock Split Class A Ordinary Share. No fractional shares will be issued in connection with the Reverse Stock Split. Instead, the Company will issue one full post-Reverse Stock Split Class A Ordinary Share to any shareholder at a participant level who would have been entitled to receive a fractional share as a result of the process.

After the Reverse Stock Split, all options, warrants and other convertible securities of the Company outstanding immediately prior to the Reverse Stock Split will be adjusted by dividing the number of Class A Ordinary Shares into which the options, warrants and other convertible securities are exercisable or convertible by five (5) in accordance with the terms of the plans, agreements or arrangements governing such options, warrants and other convertible securities and subject to rounding to the nearest whole share.

No amendment to the Company’s M&A will be required to be made in relation to the Reverse Share Split, as (i) the Reverse Share Split will have no effect upon the par value of the ordinary shares, which is currently nil and will remain at nil after the Reverse Share Split is effected, and (ii) the number of shares authorized to be issued under the Company’s M&A is unlimited and therefore will not be affected by the Reverse Share Split.

1

EXHIBIT INDEX

Exhibit		Description
3.1		Amended Memorandum and Articles of Association of NewGenIvf Group Limited

2

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: July 7, 2025

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

3

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.