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 7, 2025, NewGenIvf Group Limited (the “Company”)
issued a press release announcing a one-for-five reverse stock split of its issued and unissued shares (the “Reverse Stock Split”).
The Reverse Stock Split will be effective at 12:01 a.m. (ET) on Monday,
August 4, 2025 (the “Record Date”) and the Company’s Class A Ordinary Shares will begin trading on the Nasdaq Capital
Market (“Nasdaq”) on a split-adjusted basis at the opening of market on Monday, August 4, 2025.
The Class A Ordinary Shares will continue to trade on the Nasdaq Capital
Market under the trading symbol “NIVF” but will trade under the following new CUSIP number: G0544E303.
The Reverse Stock Split will reduce the number of outstanding Class
A Ordinary Shares of the Company from 9,142,869 to approximately 1,828,574 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.
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 28, 2025
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NewGenIvf Group Limited |
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By: |
/s/ Wing Fung Alfred Siu |
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Name: |
Wing Fung Alfred Siu |
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Title: |
Chairman of the Board and Director |
