NewGenIvf (NASDAQ: NIVF) implements 1-for-3 reverse stock split in July 2026

Rhea-AI Filing Summary

NewGenIvf Group Limited is implementing a reverse stock split of all issued and unissued share classes at a ratio of one new share for every three existing shares. This is being carried out by the Board under the BVI Business Companies Act and the company’s M&A without a shareholder vote.

The reverse split will be effective at 12:01 a.m. (ET) on July 6, 2026, and the Class A ordinary shares will begin trading on Nasdaq on a split-adjusted basis that same day under the symbol NIVF with a new CUSIP G0544E501. The number of outstanding Class A ordinary shares will change from 10,259,764 to approximately 3,419,922.

Every three existing Class A ordinary shares will automatically combine into one new share, with no fractional shares issued; holders who would otherwise receive a fraction will instead receive one full post-split share at the participant level. All options, warrants and other convertible securities will be adjusted by dividing the underlying share amounts by three, rounded to the nearest whole share, while par value remains nil and the company’s unlimited authorized share capital is unchanged.

Insights

Equity capital markets analyst

NewGenIvf executes a 1-for-3 reverse split, consolidating shares without changing total equity value.

The company is consolidating every three existing shares into one, cutting outstanding Class A ordinary shares from 10,259,764 to about 3,419,922. Reverse splits typically leave overall market capitalization unchanged but can lift the per-share trading price by the same ratio.

All options, warrants and other convertible securities are being proportionally adjusted, preserving holders’ economic exposure. No shareholder approval was required under the BVI framework, and authorized capital remains unlimited, so the move mostly restructures the share count rather than altering the underlying capital structure.

Key Figures

Reverse split ratio: 1-for-3 Class A shares outstanding before split: 10,259,764 shares Class A shares outstanding after split: approximately 3,419,922 shares +3 more

6 metrics

Reverse split ratio 1-for-3 All issued and unissued shares

Class A shares outstanding before split 10,259,764 shares Pre–reverse stock split

Class A shares outstanding after split approximately 3,419,922 shares Post–reverse stock split

Effective time 12:01 a.m. (ET) Reverse split effective on July 6, 2026

Effective date July 6, 2026 Record Date for reverse stock split

New CUSIP G0544E501 Post-split Class A ordinary shares on Nasdaq

Key Terms

Reverse Stock Split, BVI Business Companies Act, Nasdaq Capital Market, fractional shares, +1 more

5 terms

Reverse Stock Split financial

"approved a reverse stock split of all of the Company’s issued and unissued shares"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

BVI Business Companies Act regulatory

"Pursuant to the BVI Business Companies Act (as amended) and the Company’s M&A"

A legal framework that sets the rules for forming, running and dissolving companies incorporated in the British Virgin Islands, acting like a rulebook for corporate structure, ownership and governance. It matters to investors because it defines legal rights, liability protections, reporting obligations and how disputes or ownership changes are handled — similar to knowing a building’s blueprints and emergency exits before buying a condo in that jurisdiction.

Nasdaq Capital Market financial

"will begin trading on the Nasdaq Capital Market (“Nasdaq”) on a split-adjusted basis"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

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 outstanding"

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.

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

Available on EDGAR 07/01/2026 - 11:30 AM Accepted by SEC EDGAR 07/01/2026 - 11:29 AM 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 July 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 May 4, 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 three (3) 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 July 6, 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 July 6, 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: G0544E501. The Reverse Stock Split will reduce the number of outstanding Class A Ordinary Shares of the Company from 10,259,764 to approximately 3,419,922 Class A Ordinary Shares. Every three (3) 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 three (3) 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: July 1, 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-3 reverse stock split, combining every three existing shares into one new share. This applies to all issued and unissued share classes, including Class A and Class B ordinary shares and preferred shares, consolidating the share count without changing par value.

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

The reverse stock split becomes effective at 12:01 a.m. (ET) on July 6, 2026. NewGenIvf’s Class A ordinary shares will begin trading on a split-adjusted basis on the Nasdaq Capital Market at the market open on July 6, 2026, under the same trading symbol.

How will NewGenIvf’s outstanding Class A shares change after the reverse split?

Outstanding Class A ordinary shares will decrease from 10,259,764 to approximately 3,419,922 after the 1-for-3 reverse split. Each block of three existing Class A shares will automatically become one new share, effectively tripling the per-share price while keeping overall equity value similar.

How will NewGenIvf handle fractional shares from the reverse stock split?

NewGenIvf will not issue fractional shares in the reverse split. Any shareholder at a participant level who would have been entitled to a fractional share will receive one full post-reverse-split Class A ordinary share instead, simplifying positions and avoiding tiny share fractions.

What happens to NewGenIvf’s options, warrants and convertible securities after the split?

All options, warrants and other convertible securities will be adjusted by dividing the underlying Class A ordinary share amounts by three. The resulting figures will be rounded to the nearest whole share, keeping holders’ proportional economic interests aligned with the new share structure.

Does the NewGenIvf reverse stock split change authorized share capital or par value?

The reverse split does not change authorized share capital or par value. Par value of the ordinary shares remains nil, and the number of shares authorized under the company’s M&A is unlimited, so only the number of issued and outstanding shares is affected by the consolidation.