[6-K] NewGenIvf Group Ltd Current Report (Foreign Issuer)

Rhea-AI Filing Summary

NewGenIvf Group Limited approved a 1‑for‑5 reverse stock split to support compliance with Nasdaq’s minimum $1.00 bid price requirement. The company expects effectiveness on or around December 3, 2025, with Class A Ordinary Shares trading on a post‑split basis that day.

The action will reduce outstanding Class A Ordinary Shares from approximately 4,844,490 to approximately 968,898. Every five pre‑split Class A shares will automatically combine into one post‑split share. No fractional shares will be issued; holders otherwise entitled to a fraction will receive one whole post‑split share at the participant level. Outstanding options, warrants and other convertibles will be adjusted by dividing the underlying share counts by five. No shareholder vote is required under BVI law, par value remains nil, and the authorized share amount is unlimited and unaffected.

Insights

Capital Markets & Listing Compliance

Administrative reverse split to address Nasdaq bid‑price rule.

NewGenIvf approved a 1‑for‑5 reverse split aimed at meeting Nasdaq’s minimum $1.00 bid price. The company targets effectiveness on or around December 3, 2025, after which Class A Ordinary Shares trade on a post‑split basis.

Share count will decline from approximately 4,844,490 Class A shares to approximately 968,898, while options, warrants, and other convertibles adjust by a factor of five. Fractional entitlements are rounded up to one whole share at the participant level.

There is no shareholder vote under BVI law, par value remains nil, and authorized shares are unlimited and unchanged. This is a structural action; actual impact depends on post‑split trading and continued compliance with Nasdaq criteria.

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 November 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 November 4, 2025, 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 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 December 3, 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 4,844,490 to approximately 968,898 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.

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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: November 10, 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 did NewGenIvf (NIVF) announce?

The Board approved a 1‑for‑5 reverse stock split of all issued and unissued shares, including Class A Ordinary Shares.

When will NIVF’s reverse split take effect?

It is expected to be effective on or around December 3, 2025, with post‑split trading beginning that day.

Why is NewGenIvf implementing the reverse split?

It is intended to help remain compliant with Nasdaq’s $1.00 minimum bid price under Listing Rule 5550(a)(2).

How many Class A shares will be outstanding after the split for NIVF?

Outstanding Class A Ordinary Shares will decrease from approximately 4,844,490 to approximately 968,898.

How will fractional shares be handled for NIVF holders?

No fractional shares will be issued; any fractional entitlement will be rounded up to one whole post‑split share at the participant level.

Do NIVF options and warrants change due to the split?

Yes. All options, warrants, and other convertibles will be adjusted by dividing the underlying share count by five.

Did NIVF require a shareholder vote for the reverse split?

No. Under BVI law and the company’s M&A, the Board is authorized; no shareholder vote is required.