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 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 June 18, 2026, NewGenIvf Group Limited
(the “Company”) announced that it had entered into an additional share purchase agreement (“Additional SPA”)
with PredicXion Group Limited (“PredicXion” or “K25.ai”), to acquire an additional 4% equity in PredicXion
(the “Acquisition”). Upon completion of the Acquisition, the Company’s aggregate ownership interest in K25.ai
shall increase to 10%. A copy of the press release issued by the Company on June 18, 2026 is furnished as Exhibit 99.1 and the
Additional SPA is filed as Exhibit 10.1. The descriptions below are qualified in their entirety by reference to the full text of
those exhibits.
Additional Share Purchase Agreement
Under the Additional SPA, the Company will acquire
an additional 4% equity interest in PredicXion Group Limited for aggregate consideration of US$4,000,000, consisting of (i) US$1,900,000
payable in cash or digital assets and (ii) 1,500,000 newly issued Class A ordinary shares of the Company. Upon signing of the Additional
SPA, the Company will pay a cash deposit of US$100,000, and shall pay the balance of US$1,900,000 on or before 30 September 2026. Upon
completion of this transaction together with the Company's prior acquisition under the Original SPA, the Company will hold an aggregate
10% equity interest in PredicXion Group Limited based on an implied valuation of US$100,000,000. The closing of the transactions contemplated
by the Additional SPA is subject to the satisfaction of customary closing conditions.
Exemption from Registration
The Class A ordinary shares of the Company to
be issued as part of the consideration under the Additional SPA will be issued in reliance on the exemption from the registration requirements
of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act and/or
Regulation S promulgated thereunder, as a transaction by an issuer not involving any public offering. The Class A ordinary shares so issued
will be “restricted securities” within the meaning of Rule 144 under the Securities Act.
EXHIBIT INDEX
| Exhibit |
|
Description |
| 10.1 |
|
Share Purchase Agreement between NewGenIvf Group Limited and PredicXion Group Limited dated June 18, 2026 |
| 99.1 |
|
Press release |
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 18, 2026
| |
NewGenIvf Group Limited |
| |
|
|
| |
By: |
/s/ Wing Fung Alfred Siu |
| |
Name: |
Wing Fung Alfred Siu |
| |
Title: |
Chairman of the Board and Director |
Exhibit 99.1
NewGen Increases K25.ai
Ownership to 10% in Closed Pre-A Round at US$100 Million Valuation with Total US$10 Million Invested
K25.ai to complete its US$10 million Pre-A at a
US$100 million valuation and is now raising its Series A to accelerate product launch and regional expansion
NewGen’s expanded stake and exclusive Asia-Pacific
agency rights deepen its strategic participation in K25.ai’s next phase of growth
BANGKOK, June 18, 2026 – NewGenIVF Group
Limited (Nasdaq: NIVF) (“NewGen” or the “Company”), a technology-driven, diversified growth company, today announced
that it has executed an agreement for a further US$4 million strategic investment in K25.ai. The transaction completes K25.ai’s
US$10 million Pre-A round at a US$100 million valuation and, upon completion and satisfaction of the applicable closing conditions, is
expected to increase NewGen’s aggregate ownership interest in K25.ai to 10%. With the Pre-A round now closed, K25.ai has commenced
its Series A fundraising.
The investment follows NewGen’s initial
US$2 million investment announced in May 2026 and its subsequent US$4 million investment announced on June 4, 2026. The completed US$10
million Pre-A provides K25.ai with strategic backing as it moves toward product launch, while the newly launched Series A is intended
to support commercialization, applicable regulatory licensing and expansion across selected Asian markets.
K25.ai is an AI-native livestreaming and watch-to-predict
information market platform purpose-built for Asia-Pacific. Positioned as “Twitch × Polymarket × ChatGPT,” K25.ai
is developing a new category of interactive information markets that combines creator-led livestreaming, AI-assisted market creation and
resolution, and real-time community participation.
NewGen believes the expanded investment provides
early strategic exposure to a differentiated platform operating at the convergence of artificial intelligence, livestreaming and prediction-market
infrastructure. The transaction reflects NewGen’s conviction in the long-term potential of AI-powered information markets and K25.ai’s
ability to build a category-defining platform for Asia-Pacific, subject to execution, market conditions and applicable regulatory requirements.
Beyond its equity ownership, NewGen holds exclusive
Asia-Pacific agency rights with K25.ai, creating an additional commercial pathway to support regional partnerships and distribution across
permitted markets. Together, the expected 10% ownership position and agency relationship would provide NewGen with meaningful economic
participation and strong strategic alignment with K25.ai’s regional growth.
Alfred Siu, Founder, Chairman and Chief Executive
Officer of NewGen, commented, “Entering into this additional agreement to complete our aggregate US$10 million commitment to K25.ai
and securing an expected 10% ownership position at the same US$100 million Pre-A valuation represents a compelling strategic milestone
for NewGen. We believe K25.ai is building a highly differentiated platform at the intersection of AI, livestreaming and information markets.
Together with our exclusive Asia-Pacific agency rights, this expanded investment positions NewGen to participate meaningfully in K25.ai’s
product launch, commercialization and next phase of regional growth.”
Andy Cheung, Founder and Chief Executive Officer
of K25.ai, commented, “The successful close of our US$10 million Pre-A at a US$100 million valuation marks a defining milestone
for K25.ai and provides strong strategic validation for our vision of building Asia-Pacific’s next-generation AI-powered information
market. With NewGen’s backing, our Pre-A is now complete and we have officially commenced our Series A fundraising. This next round
is designed to accelerate product launch, advance applicable regulatory licensing in selected Asian markets, deepen our creator and strategic
partner ecosystem, and position K25.ai for its next phase of regional growth.”
Further details regarding the Agreement and the
proposed transaction will be included in a Form 6-K to be furnished to the U.S. Securities and Exchange Commission.
About K25.ai
K25.ai is an AI-native information market platform
combining livestreaming, AI-assisted market creation and resolution, and interactive watch-to-predict experiences. Purpose-built for Asia-Pacific
and positioned as “Twitch × Polymarket × ChatGPT,” K25.ai is developing a creator-led platform for sports, esports,
entertainment and other permitted event categories. The platform is progressing toward product launch and pursuing applicable regulatory
licensing in selected markets. K25.ai does not offer services in jurisdictions where such activities are restricted or prohibited. To
learn more, visit www.k25.ai.
About NewGenIVF Group Limited
NewGenIVF Group Limited is a technology-forward,
diversified growth company pursuing opportunities across real estate development, digital asset innovation and reproductive health solutions.
The Company operates through NewGenProperty, focused on real estate development projects in Ras Al Khaimah, United Arab Emirates; NewGenDigital,
focused on digital asset and decentralized-finance solutions; and NewGenSup, focused on health and longevity products and solutions. NewGenIVF’s
legacy business includes IVF and assisted reproductive treatment services across Asia. To learn more, visit www.nivf.global. Information
contained on, or accessible through, the Company’s website is not incorporated by reference into this press release.
Forward-Looking Statements
This press release contains "forward-looking
statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities
Act of 1933, as amended, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking
statements can be identified by terminology such as "will," "expects," "anticipates," "future,"
"intends," "plans," "believes," "estimates," "target," "outlook," "would,"
"may," "potential," "aim," "seek," "project," "positions," "conviction,"
"intends," "designed to," and similar expressions, or their negatives, although not all forward-looking statements
contain these identifying words. These statements include, among others, statements regarding the proposed investment in K25.ai, the expected
completion of the transaction, NewGen’s anticipated ownership interest, K25.ai’s planned product launch, future financing
initiatives, regulatory licensing efforts, regional expansion and growth prospects, and the expected strategic and commercial benefits
of the relationship between NewGen and K25.ai. Forward-looking statements are subject to risks and uncertainties that could cause actual
results to differ materially from those expressed or implied, including the risk that the transaction may not be completed on the anticipated
terms or at all; the risk that closing conditions may not be satisfied, including the Company’s ability to fund its remaining payment
obligations under the agreement; market, regulatory and financing conditions; K25.ai’s ability to develop and launch its platform,
obtain applicable licenses and execute its growth strategy; and other risks described in NewGen’s filings with the U.S. Securities
and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of
the date of this press release. NewGen undertakes no obligation to update any forward-looking statement, except as required by law. This
press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities
of NewGenIVF Group Limited, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Contacts
NewGen Investor Relations Contact
ICR, LLC
Robin Yang
Phone: +1 (212) 537-3847
Email: NewgenivfIR@icrinc.com
K25.ai Media Contact
Email: media@k25.ai
K25.ai Investor Relations Contact
Email: ir@k25.ai
