NewGenIvf (NASDAQ: NIVF) enacts 1-for-3 reverse stock split on shares

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 three existing shares. This affects Class A ordinary shares, Class B ordinary shares and preferred shares and was approved by the board under BVI law without a shareholder vote.

The reverse split will be effective at 12:01 a.m. (ET) on January 26, 2026, with Class A ordinary shares beginning Nasdaq trading on a split-adjusted basis the same day under the symbol NIVF and a new CUSIP. The number of outstanding Class A ordinary shares will change from 2,948,080 to approximately 982,694, with every three pre-split shares automatically becoming one post-split share. No fractional shares will be issued; holders otherwise entitled to a fraction will receive one full share. Outstanding options, warrants and other convertible securities will be adjusted by dividing the underlying share amounts by three.

Insights

Equity structure and corporate actions analyst

NewGenIvf consolidates shares 1-for-3 with proportional derivative adjustments.

NewGenIvf Group Limited is carrying out a 1-for-3 reverse stock split across all share classes, including Class A, Class B and preferred shares. The outstanding Class A ordinary shares will move from 2,948,080 to approximately 982,694, while the trading symbol on Nasdaq remains NIVF with a new CUSIP. This is a structural change to the share count rather than to the company’s underlying operations.

All options, warrants and other convertible securities are being adjusted by dividing the underlying Class A share amounts by three, preserving proportional economic exposure for holders. The filing specifies that no fractional shares will be issued, and any position that would result in a fraction instead gets one whole post-split Class A share, slightly favoring very small holders.

The company notes that its memorandum and articles of association do not require amendment because par value remains nil and authorized shares are unlimited. Future disclosures in company filings may provide more context on how this capital structure change interacts with the company’s broader strategic or listing considerations.

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 January 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 December 23, 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 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 January 26, 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 January 26, 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: G0544E139. The Reverse Stock Split will reduce the number of outstanding Class A Ordinary Shares of the Company from 2,948,080 to approximately 982,694 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.

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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: January 20, 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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FAQ

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

NewGenIvf Group Limited approved a reverse stock split at an exchange ratio of one new share for every three existing shares for all issued and unissued Class A and Class B ordinary shares and preferred shares.

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

The reverse stock split becomes effective at 12:01 a.m. (ET) on January 26, 2026, and the Class A ordinary shares will begin trading on a split-adjusted basis on Nasdaq at the market open that same day.

How will the NewGenIvf (NIVF) reverse split affect outstanding Class A shares?

The number of outstanding Class A ordinary shares will be reduced from 2,948,080 to approximately 982,694. Every three pre-split Class A ordinary shares will automatically become one post-split Class A ordinary share.

Will NewGenIvf (NIVF) issue fractional shares in the reverse split?

No fractional shares will be issued. 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 otherwise received a fractional share.

What happens to NewGenIvf (NIVF) options, warrants and convertibles after the reverse split?

All options, warrants and other convertible securities outstanding immediately before the reverse split will be adjusted by dividing the number of underlying Class A ordinary shares by three, subject to rounding to the nearest whole share, in line with their governing terms.

Does the NewGenIvf (NIVF) reverse split change authorized share capital or par value?

No. The company states that par value of the ordinary shares is nil and will remain nil, and that the number of shares authorized to be issued is unlimited, so no amendment to its memorandum and articles of association is required.