NewGenIvf OKs 1-for-8 reverse split; CEO may set ratio

Class A Ordinary Shares will continue under the NIVF symbol, while options, warrants and other convertible securities will be adjusted by dividing their share counts by eight.

Rhea-AI Filing Summary

NewGenIvf Group Limited approved a reverse stock split of its issued and unissued shares at a ratio of one share for every eight shares, or as otherwise determined by its CEO. No shareholder vote, consent or approval is required or will be sought.

The split takes effect at 12:01 a.m. ET on October 23, 2026, when Class A Ordinary Shares are expected to begin trading on a split-adjusted basis. Based on outstanding Class A Ordinary Shares as of October 21, 2026, the count is expected to decline from approximately 9,821,197 to approximately 1,227,650; the actual count may be greater on the effective date because of convertible note exercises. Holders entitled to a fractional share at the participant level will receive one full post-split share. Options, warrants and other convertible securities will have their exercisable or convertible share counts divided by eight, subject to rounding to the nearest whole share.

Filing Explained

For NewGenIvf, the split combines shares into fewer shares with a proportionally higher per-share price; under the reverse-split definition, that change alone does not alter the company’s value.

Key Figures

Reverse split ratio: 1 post-split share for every 8 shares Outstanding Class A Ordinary Shares before split: Approximately 9,821,197 shares Expected outstanding Class A Ordinary Shares after split: Approximately 1,227,650 shares +2 more

5 metrics

Reverse split ratio 1 post-split share for every 8 shares Approved ratio; may be otherwise determined by the CEO

Outstanding Class A Ordinary Shares before split Approximately 9,821,197 shares As of October 21, 2026

Expected outstanding Class A Ordinary Shares after split Approximately 1,227,650 shares Expected based on shares outstanding as of October 21, 2026

Effective time 12:01 a.m. ET on October 23, 2026 Reverse stock split effective time

Fractional-share treatment 1 full post-split Class A Ordinary Share For a shareholder entitled to a fractional share at a participant level

Key Terms

Reverse Stock Split, split-adjusted basis, fractional shares, convertible securities

4 terms

Reverse Stock Split financial

"The Reverse Stock Split will be effective at 12:01 a.m."

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

split-adjusted basis financial

"will begin trading on the Nasdaq Capital Market on a split-adjusted basis"

An adjustment to historical share prices and share counts that reflects past stock splits or reverse splits so that old data lines up with the current number of shares. Think of it like resizing an old photograph so it matches a new frame: it keeps price charts, returns and per‑share metrics comparable over time, which matters to investors who need accurate performance, valuation and trend analysis.

fractional shares financial

"No fractional shares will be issued in connection with the Reverse Stock Split."

Fractional shares are portions of a whole share of a stock or fund, allowing investors to own less than one full unit. They make it possible to invest a specific dollar amount rather than buy whole shares, like buying a slice of a pizza instead of the entire pie. For investors this lowers the cost barrier, helps with diversification, and lets you reinvest dividends or purchase expensive stocks in small, precise amounts.

convertible securities financial

"all options, warrants and other convertible securities of the Company"

Convertible securities are bonds or preferred shares that can be exchanged for a company’s common stock at a predetermined price or under specified conditions. They matter because they combine the steadiness of a loan or fixed dividend with the potential upside of ownership; like a safety‑net that carries a one‑time ticket to become a shareholder, they affect expected returns and can dilute existing stock if converted.

Stock Split

1-for-8 reverse split · Effective October 23, 2026

Split Ratio 1-for-8 reverse split

Effective Date October 23, 2026

Shares Before Split 9,821,197

Shares After Split 1,227,650

Share Count As Of October 21, 2026

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is NIVF's reverse stock split ratio and when does it take effect?

NewGenIvf approved a ratio of one share for every eight shares, or as otherwise determined by its CEO. The split is effective at 12:01 a.m. ET on October 23, 2026, and the Class A Ordinary Shares are expected to begin split-adjusted trading at the market opening that day.

How many NIVF Class A Ordinary Shares are expected after the reverse split?

Based on outstanding Class A Ordinary Shares as of October 21, 2026, the count is expected to decrease from approximately 9,821,197 to approximately 1,227,650. The actual count may be greater on the effective date due to share issuances pursuant to convertible note exercises.

How will NIVF handle fractional shares in the reverse split?

No fractional shares will be issued. A shareholder entitled to a fractional share at a participant level will receive one full post-split Class A Ordinary Share instead.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/21/2026 - 08:00 AM EDT Accepted by SEC EDGAR 10/21/2026 - 08:00 AM EDT Learn about SEC filing dates

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 October 2026

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 October 6, 2026, the Board of Directors of NewGenIvf Group Limited (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 eight (8) shares or as otherwise determined by the Chief Executive Officer of the Company (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 Reverse Stock Split will be effective at 12:01 a.m. (ET) on October 23, 2026 (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 October 23, 2026.

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: G0544E162. Based on the total outstanding Class A Ordinary Shares as of October 21, 2026, the Reverse Stock Split is expected to reduce the number of outstanding Class A Ordinary Shares of the Company from approximately 9,821,197 to approximately 1,227,650 Class A Ordinary Shares. Every eight (8) 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. The actual number of outstanding Class A Ordinary Shares may be greater on the Record Date, due to share issuances pursuant to convertible note exercises.

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 eight (8) 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.

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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: October 21, 2026

	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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