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 September 2026
Commission File Number: 001-42004
NEWGENIVF GROUP LIMITED
(Exact name of registrant as specified in its
charter)
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
Best-Efforts Offering
Placement Agent Agreement
On September 28, 2026, the Company entered into
a placement agent agreement (the “Placement Agent Agreement”) with Aegis Capital Corp. (“Aegis”), pursuant to
which Aegis acted as the exclusive placement agent for a public offering made on a reasonable best efforts basis (the “Offering”).
The Company agreed to pay Aegis a cash fee equal to 8.0% of the gross proceeds of the Offering and to reimburse Aegis for certain expenses.
The Placement Agent Agreement contains customary representations, warranties, and indemnification provisions.
On September 30, 2026, the Company closed the Offering, and issued an aggregate of 17,857,143 Class A ordinary
shares with no par value (the “Class A Ordinary Shares”) or pre-funded warrants to purchase Class A Ordinary Shares in lieu
thereof (the “Pre-Funded Warrants”), comprising 125,000 Class A Ordinary Shares and Pre-Funded Warrants to purchase up to
17,732,143 Class A Ordinary Shares. The aggregate gross proceeds to the Company were approximately $1.25 million, before deducting placement
agent fees and offering expenses. The Company expects to use the net proceeds for investment in K25.ai, restructuring of debt securities,
working capital including manufacturing and deployment of Nodexus machines in the cell-sorting business, and general corporate purposes.
The Class A Ordinary Shares and Pre-Funded Warrants
were issued pursuant to a final prospectus dated September 29, 2026 (File No. 333-298442), filed with the U.S. Securities and Exchange
Commission (the “SEC”) in connection with the Company’s registration statement on Form F-1, which was declared effective
by the SEC on September 28, 2026.
Lock-Up Agreements
Concurrently with the execution of the
Placement Agent Agreement, the Company’s officers, directors, and employees holding the Company’s Ordinary Shares
entered into lock-up agreements (the “Lock-Up Agreements”) pursuant to which they agreed, subject to customary
exceptions, not to offer, sell, or otherwise dispose of any Ordinary Shares beneficially owned by them for sixty (60) days following
the closing of the Offering.
A copy of the Placement Agent Agreement is filed as Exhibit 1.1 to this Report on Form 6-K, and the Form of Pre-Funded Warrant, and Form
of Lock-Up Agreement were previously filed as Exhibits 4.6 and Exhibits 10.71, respectively, in the Company’s registration statement
on Form F-1 which was filed on August 20, 2026. The Placement Agent Agreement, Form of Pre-Funded Warrant and Form of Lock-Up Agreement
are incorporated by reference herein. The foregoing summaries of such documents are subject to, and qualified in their entirety by reference
to, such exhibits.
Press Release
The Company announced the
pricing of the Offering in a press release issued on September 28, 2026, which is furnished as Exhibit 99.1 to this Report on Form 6-K
and incorporated herein by reference.
The Company announced the
closing of the Offering in a press release issued on September 30, 2026, which is furnished as Exhibit 99.2 to this Report on Form 6-K
and incorporated herein by reference.
This Report on Form 6-K shall
not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the securities described herein
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.
Forward-Looking Statements
This Report on Form 6-K contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other U.S. securities laws.
Forward-looking statements are based on the Company’s current expectations, beliefs and assumptions regarding future events and
performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,”
“expect,” “plan,” “intend,” “estimate,” or “continue,” or the negatives of
these terms or other comparable terminology.
Forward-looking statements in this Report on Form 6-K include, among other things, statements about the intended use of the net proceeds
of the Offering. These forward-looking statements are subject to risks, uncertainties, and assumptions that are difficult to predict.
Actual results may differ materially from those expressed or implied in the forward-looking statements. Factors that could cause such
differences include, but are not limited to, market conditions, the Company’s ability to deploy the net proceeds as currently contemplated,
and other risks described in the Company’s filings with the SEC.
The Company undertakes no
obligation to update or revise any forward-looking statements contained herein, except as required by applicable law.
EXHIBIT INDEX
| Exhibit
No. |
|
Description |
| 1.1 |
|
Placement Agent Agreement, dated September 28, 2026, between Company and Aegis Capital Corp. |
| 4.1 |
|
Form of Pre-Funded Warrant (incorporated herein by reference to the Exhibit 4.6 to the registrant’s registration statement on Form F-1, as amended, filed with the SEC on August 20, 2026 (File No. 333 – 298442) |
| 10.71 |
|
Form of Lock-Up Agreement (incorporated herein by reference to the Exhibit 10.71 to the registrant’s registration statement on Form F-1, as amended, filed with the SEC on August 20, 2026 (File No. 333-298442) |
| 99.1 |
|
Press Release, dated September 28, 2026 |
| 99.2 |
|
Press Release, dated September 30, 2026 |
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: September 30, 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 Announces Pricing of $1.25 Million
Public Offering
BANGKOK, September 28, 2026 (GLOBE NEWSWIRE)
-- NewGenIvf Group Limited (NASDAQ: NIVF) (the “Company”), a tech-forward, diversified, multi-jurisdictional high-growth entity
transforming industries through innovative solutions across real estate development, digital asset management and reproductive health
solutions, today announced the pricing of a public offering made on a reasonable best efforts basis with gross proceeds to the Company
expected to be approximately $1.25 million, before deducting placement agent fees and other offering expenses payable by the Company.
The offering consists of 17,857,143 Ordinary Shares
or Pre-Funded Warrants in lieu thereof. The public offering price per Common Share is $0.07 (or $0.06999 for each Pre-Funded Warrant,
which is equal to the public offering price per Ordinary Share to be sold in the offering minus an exercise price of $0.00001 per Pre-Funded
Warrant). The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded
Warrant sold in the offering, the number of Ordinary Shares in the offering will be decreased on a one-for-one basis.
Aggregate gross proceeds to the Company are expected
to be approximately $1.25 million. The transaction is expected to close on or about September 30, 2026, subject to the satisfaction of
customary closing conditions. The Company expects to use the net proceeds from the offering, together with its existing cash, for investment
in K25.ai, restructuring of debt securities, working capital including manufacturing and deployment of Nodexus machines in the cell-sorting
business, and general corporate purposes.
Aegis Capital Corp. is acting as the exclusive
placement agent for the offering. Han Kun Law Offices LLP is acting as U.S. counsel to the Company. Kaufman & Canoles, P.C. is acting
as U.S. counsel to Aegis Capital Corp.
A registration statement on Form F-1 (No. 333-298442)
previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 20, 2026 was declared effective by
the SEC on September 28, 2026. The offering is being made only by means of a prospectus. A final prospectus describing the terms of the
proposed offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Electronic
copies of the preliminary prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Aegis Capital
Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at syndicate@aegiscap.com,
or by telephone at +1 (212) 813-1010. Before investing in this offering, interested parties should read in their entirety the prospectus,
which provides more information about the Company and such offering.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such
an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or
jurisdiction.
About NewGen
NewGenIVF Group 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 the UAE’s Ras Al Khaimah Emirate; 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
The foregoing material may contain “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including
without limitation statements regarding the Company’s product development and business prospects, and can be identified by the use
of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,”
“plan,” “believe,” “potential,” “should,” “continue” or the negative versions
of those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking
statements are based on information currently available to the Company and its current plans or expectations and are subject to a number
of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize,
or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected,
intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable,
the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the security
laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to
actual results.
Contact
ICR, LLC
Robin Yang
Phone: +1 (212) 537-4406
Email: Newgenivf.IR@icrinc.com
Exhibit 99.2
NewGen Announces Closing of $1.25 Million Public
Offering
BANGKOK, September 30, 2026 (GLOBE NEWSWIRE)
-- NewGenIvf Group Limited (NASDAQ: NIVF) (the “Company”), a tech-forward, diversified, multi-jurisdictional high-growth entity
transforming industries through innovative solutions across real estate development, digital asset management and reproductive health
solutions, today announced the closing of its previously announced public offering made on a reasonable best efforts basis with gross
proceeds to the Company of approximately $1.25 million, before deducting placement agent fees and other offering expenses payable by the
Company.
The offering consisted of an aggregate of 17,857,143
Class A Ordinary Shares or pre-funded warrants to purchase Class A Ordinary Shares in lieu thereof (the “Pre-Funded Warrants”),
comprising 125,000 Class A Ordinary Shares and Pre-Funded Warrants to purchase up to 17,732,143 Class A Ordinary Shares. The public offering
price was $0.07 per Class A Ordinary Share and $0.06999 per Pre-Funded Warrant, which equals the public offering price per Class A Ordinary
Share less the $0.00001 per share exercise price of the Pre-Funded Warrant. The Pre-Funded Warrants are immediately exercisable and may
be exercised at any time until exercised in full.
Aggregate gross proceeds to the Company were approximately
$1.25 million. The transaction closed on September 30, 2026. The Company expects to use the net proceeds from the offering, together with
its existing cash, for investment in K25.ai, restructuring of debt securities, working capital including manufacturing and deployment
of Nodexus machines in the cell-sorting business, and general corporate purposes.
Aegis Capital Corp. acted as the exclusive
placement agent for the offering. Han Kun Law Offices LLP acted as U.S. counsel to the Company. Kaufman & Canoles, P.C. acted as U.S.
counsel to Aegis Capital Corp.
A registration statement on Form F-1 (No. 333-298442)
previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 20, 2026 was declared effective by
the SEC on September 28, 2026. The offering was made only by means of a prospectus. A final prospectus describing the terms of the offering
has been filed with the SEC and is available on the SEC’s website located at www.sec.gov. Electronic copies of the final
prospectus may be obtained by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor,
New York, NY 10105, by email at syndicate@aegiscap.com, or by telephone at +1 (212) 813-1010. Before investing in this offering, interested
parties should read in their entirety the prospectus, which provides more information about the Company and such offering.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such
an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or
jurisdiction.
About NewGen
NewGenIVF Group 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 the UAE’s Ras Al Khaimah Emirate; 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
The foregoing material may contain “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including
without limitation statements regarding the Company’s product development and business prospects, and can be identified by the use
of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,”
“plan,” “believe,” “potential,” “should,” “continue” or the negative versions
of those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking
statements are based on information currently available to the Company and its current plans or expectations and are subject to a number
of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize,
or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected,
intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable,
the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the securities
laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to
actual results.
Contact
ICR, LLC
Robin Yang
Phone: +1 (212) 537-4406
Email: Newgenivf.IR@icrinc.com
