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

Rhea-AI Filing Summary

NewGenIvf Group Limited (Nasdaq: NIVF) has declared a 1-for-5 reverse stock split of its Class A Ordinary Shares. The action becomes effective 12:01 a.m. ET on 4 Aug 2025; trading on Nasdaq will begin that morning on a split-adjusted basis under the same ticker but with new CUSIP G0544E303.

The split will cut outstanding shares from 9,142,869 to ≈1,828,574. Every five pre-split shares convert into one post-split share. Fractional entitlements will be rounded up to the nearest whole share—no cash will be paid. All options, warrants and other convertible securities will be proportionally adjusted (share count ÷ 5) in line with plan terms, rounded to whole shares.

No other operational or financial information was provided; the filing strictly covers mechanics and timing of the corporate action.

Insights

Equity Capital Markets Analyst

TL;DR: 1-for-5 reverse split is structurally neutral; improves per-share price, unchanged market cap.

The filing contains no earnings or guidance, only the corporate action. Reverse splits are accounting events that multiply share price while reducing share count, leaving market capitalization intact. NIVF avoids fractional shares by rounding up, slightly increasing share total versus pure division, but the effect is immaterial. Option and warrant contracts are automatically adjusted, preventing unintended dilution. Without context on why the split is undertaken (e.g., listing compliance), impact is best viewed as neutral for valuation, though liquidity per share may decline as float shrinks. Investors should monitor post-split bid-ask spreads and any subsequent strategic announcements.

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.

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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: July 28, 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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FAQ

What is the reverse stock-split ratio for NIVF?

NewGenIvf is executing a 1-for-5 reverse stock split of its Class A Ordinary Shares.

When will NIVF trade on a split-adjusted basis?

Split-adjusted trading starts at the Nasdaq market open on Monday, 4 Aug 2025.

How many NIVF shares will be outstanding after the split?

Outstanding Class A shares will drop from 9,142,869 to approximately 1,828,574.

Will NIVF issue fractional shares in the reverse split?

No. Any fractional entitlements will be rounded up, and one full share will be issued to the holder.

What is the new CUSIP for NIVF shares after the reverse split?

Post-split shares will carry CUSIP G0544E303.