NIVF to cut outstanding shares via 1-for-5 reverse stock split

Rhea-AI Filing Summary

NewGenIvf Group Limited is implementing a one-for-five reverse stock split of its issued and unissued Class A Ordinary Shares. The reverse split will be effective at 12:01 a.m. (ET) on December 1, 2025, and the shares will begin trading on a split-adjusted basis on Nasdaq the same day under the existing ticker NIVF.

The reverse split will reduce the number of outstanding Class A Ordinary Shares from 6,585,672 to approximately 1,317,135, so every five existing shares will be combined into one new share. No fractional shares will be issued; any shareholder who would otherwise receive a fraction will receive one whole post-split share instead. All outstanding options, warrants and other convertible securities will be adjusted by dividing the underlying share amount by five, rounded to the nearest whole share.

Insights

Equity structure & corporate actions analyst

NIVF’s 1-for-5 reverse split consolidates shares without changing total equity.

NewGenIvf Group Limited is carrying out a one-for-five reverse stock split effective on December 1, 2025. The number of outstanding Class A Ordinary Shares will decline from 6,585,672 to about 1,317,135, meaning each block of five current shares becomes one new share. This is a structural change to the share count and price per share, not to the company’s underlying business.

The company states that no fractional shares will be issued; instead, any holder who would have received a fraction gets one whole post-split share, which can slightly increase the final share count versus a pure 5:1 division. Options, warrants and other convertible securities will be adjusted by dividing their underlying share amounts by five and rounding to the nearest whole share, preserving economic terms on a split-adjusted basis.

The split becomes effective at 12:01 a.m. (ET) on December 1, 2025, when trading on Nasdaq will begin on a split-adjusted basis under the ticker NIVF. Actual market impact will depend on how investors react once the lower share count and higher per-share price are reflected in trading.

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 November 2025

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 November 10, 2025, NewGenIvf Group Limited (the “Company”) issued a press release announcing a one-for-five reverse stock split of its issued and unissued shares (the “Reverse Stock Split”).

The Reverse Stock Split will be effective at 12:01 a.m. (ET) on Monday, December 1, 2025 (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 Monday, December 1, 2025.

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: G0544E402. The Reverse Stock Split will reduce the number of outstanding Class A Ordinary Shares of the Company from 6,585,672 to approximately 1,317,135 Class A Ordinary Shares. Every five (5) 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 five (5) 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.

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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: November 25, 2025

	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) announce?

NewGenIvf Group Limited announced a one-for-five reverse stock split of its issued and unissued Class A Ordinary Shares, combining every five existing shares into one new share.

When will the NIVF reverse stock split take effect and when will split-adjusted trading begin?

The reverse stock split will be effective at 12:01 a.m. (ET) on December 1, 2025, and NIVF 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 change the number of shares outstanding?

The reverse stock split will reduce the number of outstanding Class A Ordinary Shares from 6,585,672 to approximately 1,317,135, reflecting the one-for-five consolidation.

What happens to fractional shares in the NIVF reverse stock split?

No fractional shares will be issued. Any shareholder at a participant level who would have received a fractional share will instead receive one full post-Reverse Stock Split Class A Ordinary Share.

How are NIVF options, warrants and other convertible securities affected by the reverse split?

After the reverse stock split, all options, warrants and other convertible securities will be adjusted by dividing the number of Class A Ordinary Shares into which they are exercisable or convertible by five, with amounts rounded to the nearest whole share.

Will NewGenIvf Group Limited change its Nasdaq ticker symbol after the reverse split?

No. The Class A Ordinary Shares will continue to trade on the Nasdaq Capital Market under the ticker symbol NIVF on a split-adjusted basis after the reverse stock split becomes effective.