NewGenIvf approves reverse stock split for October 12

Class A ordinary shares will begin trading on the Nasdaq Capital Market on a split-adjusted basis at market opening on October 12, 2026.

Rhea-AI Filing Summary

NewGenIvf Group Limited (NIVF) approved a reverse stock split of its issued and unissued shares at a stated ratio of one post-split share for every four shares, or as otherwise determined by its Chief Executive Officer. The split takes effect at 12:01 a.m. ET on October 12, 2026, and Class A ordinary shares will begin split-adjusted trading on the Nasdaq Capital Market at market opening that day. Based on Class A shares outstanding on October 6, the company expects the split to reduce the count from approximately 35,688,329 to approximately 8,922,083; the actual count may be greater on the Record Date due to share issuances from convertible note exercises. No fractional shares will be issued; a holder otherwise entitled to a fraction will receive one full post-split share at the participant level. Options, warrants and other convertible securities outstanding immediately before the split will have their underlying share counts divided by four, subject to rounding to the nearest whole share.

Filing Explained

The share consolidation changes share units, not company value by itself.

The board-approved reverse split is scheduled for October 12, 2026, and requires no shareholder vote, so its implementation does not depend on holder approval.

Key Figures

Reverse stock split ratio: 1 post-split share for every 4 shares Class A ordinary shares outstanding before split: approximately 35,688,329 shares Expected Class A ordinary shares outstanding after split: approximately 8,922,083 shares +1 more

4 metrics

Reverse stock split ratio 1 post-split share for every 4 shares Stated ratio; the Chief Executive Officer may otherwise determine the ratio

Class A ordinary shares outstanding before split approximately 35,688,329 shares As of October 6, 2026

Expected Class A ordinary shares outstanding after split approximately 8,922,083 shares Expected based on shares outstanding as of October 6, 2026

Fractional-share treatment 1 full post-split Class A ordinary share Issued at the participant level to a shareholder otherwise entitled to a fractional share

Key Terms

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

4 terms

Reverse Stock Split financial

"approved a reverse stock split"

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 share financial

"No fractional shares will be issued"

A fractional share is a portion of a single stock that is worth less than one full share, like owning a slice of a pizza instead of the whole pie. It lets investors buy and hold part of expensive stocks or spread small amounts of money across many companies, which helps with diversification and regular investing; dividends and price changes affect fractional shares proportionally, though some rights and trading rules can vary by provider.

convertible securities financial

"options, warrants and other convertible securities"

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-4 reverse split · Effective October 12, 2026

Split Ratio 1-for-4 reverse split

Effective Date October 12, 2026

Shares Before Split 35,688,329

Shares After Split 8,922,083

Share Count As Of October 6, 2026

FAQ

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

How will the NIVF reverse stock split change the number of Class A shares?

Every four outstanding Class A ordinary shares will become one post-split Class A ordinary share. Based on shares outstanding on October 6, 2026, the company expects the count to change from approximately 35,688,329 to approximately 8,922,083.

When does the NIVF reverse stock split take effect?

The reverse stock split takes effect at 12:01 a.m. ET on October 12, 2026. Class A ordinary shares will begin trading on a split-adjusted basis at market opening on the Nasdaq Capital Market that day.

Does NIVF need shareholder approval for the reverse stock split?

No. The Board is authorized under the BVI Business Companies Act and the company’s M&A to effect the reverse stock split without shareholder approval; no shareholder vote, consent or approval is required or will be sought.

How will the NIVF reverse stock split affect options and warrants?

Options, warrants and other convertible securities outstanding immediately before the split will have the number of Class A ordinary shares into which they are exercisable or convertible divided by four, subject to rounding to the nearest whole share.

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

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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 September 16, 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 four (4) 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 12, 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 12, 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: G0544E600. Based on the total outstanding Class A Ordinary Shares as of October 6, 2026, the Reverse Stock Split is expected to reduce the number of outstanding Class A Ordinary Shares of the Company from approximately 35,688,329 to approximately 8,922,083 Class A Ordinary Shares. Every four (4) 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 four (4) 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 7, 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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