NewGenIvf (NASDAQ: NIVF) enacts 1-for-4 reverse stock split effective March 16, 2026

Rhea-AI Filing Summary

NewGenIvf Group Limited is implementing a reverse stock split of all issued and unissued shares at a ratio of one new share for every four existing shares. This affects Class A and Class B ordinary shares and preferred shares.

The reverse split will be effective at 12:01 a.m. ET on March 16, 2026, and Class A ordinary shares will begin trading on Nasdaq on a split-adjusted basis that day, continuing under the symbol NIVF with a new CUSIP G0544E147. The number of outstanding Class A ordinary shares will change from 2,273,790 to approximately 568,323 shares. No fractional shares will be issued; holders otherwise entitled to a fraction will receive one whole share. Options, warrants and other convertible securities will be adjusted by dividing their underlying share amounts by four.

Insights

Equity Capital Markets Analyst

NewGenIvf executes a 1-for-4 reverse split, mainly a structural share change.

NewGenIvf Group Limited is consolidating its share capital at a one-for-four ratio, cutting outstanding Class A ordinary shares from 2,273,790 to about 568,323. All classes, including preferred shares, are affected, but par value remains nil and authorized shares stay unlimited.

The move does not itself raise capital or change ownership percentages; it primarily alters the share count and likely the per-share trading price. Options, warrants and other convertibles will be adjusted so each now represents one-quarter the prior number of Class A shares, preserving economic terms.

The reverse split becomes effective on March 16, 2026, when NIVF will trade on a split-adjusted basis with a new CUSIP. Subsequent disclosures in periodic reports can provide context on how the new share structure interacts with market trading and any future capital markets activity.

Form 6-K: How Foreign Companies Report to the SEC →

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 March 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 February 13, 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 (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 March 16, 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 March 16, 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: G0544E147. The Reverse Stock Split will reduce the number of outstanding Class A Ordinary Shares of the Company from 2,273,790 to approximately 568,323 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.

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.

1

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: March 11, 2026

	NewGenIvf Group Limited
	By:	/s/ Wing Fung Alfred Siu
	Name:	Wing Fung Alfred Siu
	Title:	Chairman of the Board and Director

2

FAQ

What reverse stock split did NewGenIvf Group Limited (NIVF) approve?

NewGenIvf approved a 1-for-4 reverse stock split affecting all issued and unissued shares. Every four existing shares will be combined into one new share, simplifying the capital structure while keeping overall ownership percentages unchanged for shareholders.

When will the NewGenIvf (NIVF) reverse stock split take effect?

The reverse stock split takes effect at 12:01 a.m. ET on March 16, 2026. On that date, NewGenIvf’s Class A ordinary shares will begin trading on Nasdaq on a split-adjusted basis, reflecting the new, lower share count and higher per-share price.

How does the reverse stock split change NewGenIvf’s (NIVF) outstanding shares?

The transaction reduces outstanding Class A ordinary shares from 2,273,790 to approximately 568,323. This one-for-four consolidation keeps each investor’s proportional ownership the same but groups their existing shares into a smaller number of higher-priced shares.

What happens to fractional shares in the NewGenIvf (NIVF) reverse split?

NewGenIvf will not issue fractional shares in the reverse split. Instead, any shareholder at a participant level who would have received a fractional share will be issued one whole post-split Class A ordinary share, simplifying account positions after the consolidation.

How are NewGenIvf (NIVF) options and warrants affected by the reverse split?

After the reverse split, all options, warrants and other convertible securities will be adjusted by dividing the underlying Class A share amounts by four. This preserves the economic value of these instruments, subject to rounding to the nearest whole share where needed.

Will NewGenIvf (NIVF) change its Nasdaq ticker or CUSIP after the reverse split?

The company will keep trading on the Nasdaq Capital Market under the ticker NIVF. However, following the reverse stock split, the Class A ordinary shares will trade under a new CUSIP number, G0544E147, reflecting the adjusted share structure.