NewGenIVF Group (Nasdaq: NIVF) to raise K25.ai stake to 13%

Rhea-AI Filing Summary

NewGenIVF Group Limited agreed to acquire an additional 3% equity interest in K25.ai for aggregate consideration of US$7.5 million, implying a US$250 million equity valuation for K25.ai. The consideration comprises US$3.75 million in cash or digital assets and 2,500,000 newly issued Class A ordinary shares at US$1.50 per share.

Upon completion, NewGen’s ownership in K25.ai is expected to rise from 10% to 13%. Issuing approximately 2.5 million shares is expected to increase total outstanding shares to about 5.9 million and strengthen market capitalization above US$5 million, supporting ongoing Nasdaq listing compliance. The shares will be issued as restricted securities under Section 4(a)(2) and/or Regulation S, and closing is subject to customary conditions.

Positive

• Implied uplift in K25.ai stake value: NewGen’s existing 10% holding is valued at US$25 million at the new US$250 million valuation, compared with its original US$10 million investment cost.
• Market cap expected above US$5 million: Issuance of approximately 2.5 million new shares is expected to raise total outstanding to about 5.9 million and support ongoing Nasdaq listing compliance.

Negative

• Share dilution and issuance risks: The company cites share dilution, capital markets issuance risk, and the possibility that the anticipated market capitalization increase may not secure or sustain Nasdaq listing compliance.
• Transaction and valuation risks: Completion of the investment is not assured, and the company notes potential dilution of its K25.ai stake and the risk that the carrying value of this investment may be impaired.

Filing Explained

The agreement is signed but not closed: 3% of K25.ai would be acquired using 3,750,000 dollars and 2,500,000 shares, diluting existing holders.

As a Form 6-K, this report furnishes material interim information; NewGen says it signed an agreement, but the acquisition remains subject to closing conditions. If completed, the structure is US$7,500,000 for 3% of K25.ai: US$3,750,000 in cash or digital assets plus 2,500,000 newly issued Class A shares, which would increase total shares and reduce existing holders’ percentage ownership absent offsets.

The agreement calls for a US$187,500 deposit upon signing and US$3,562,500 at closing; the filing does not say either payment has been made. The registration exemption means the consideration shares are restricted securities issued under Section 4(a)(2) and/or Regulation S, not a public offering; it does not itself establish that issuance or closing occurred.

Although the release says the expected issuance would strengthen market capitalization above US$5 million and support Nasdaq compliance, it also says that result depends on share price and may not achieve or sustain compliance, so the effect is projected rather than established.

The material resolution points are satisfaction of closing conditions, payment of the closing balance, and issuance of the shares; the filing gives no closing date.

Key Figures

Additional equity interest in K25.ai: 3% equity interest Aggregate consideration: US$7,500,000 New shares issued: 2,500,000 Class A ordinary shares +5 more

8 metrics

Additional equity interest in K25.ai 3% equity interest Equity stake to be acquired under the share purchase agreement

Aggregate consideration US$7,500,000 Total consideration for the additional 3% K25.ai stake

New shares issued 2,500,000 Class A ordinary shares Equity portion of consideration at US$1.50 per share

Per-share agreed price US$1.50 per share Issue price for NewGenIVF Class A ordinary shares in the transaction

K25.ai equity valuation US$250 million Implied equity valuation for K25.ai in this investment

Ownership increase in K25.ai from 10% to 13% Expected change in NewGenIVF’s aggregate stake upon completion

Expected outstanding shares approximately 5.9 million shares Total NewGenIVF shares expected to be outstanding after the issuance

Implied value of existing K25.ai stake US$25 million Value of the current 10% stake at US$250 million valuation versus US$10 million cost

Key Terms

restricted securities, Section 4(a)(2), Regulation S, Nasdaq listing compliance, +1 more

5 terms

restricted securities regulatory

"The Class A ordinary shares so issued will be “restricted securities”"

Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.

Section 4(a)(2) regulatory

"provided by Section 4(a)(2) of the Securities Act"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Regulation S regulatory

"and/or Regulation S promulgated thereunder, as a transaction by an issuer"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

Nasdaq listing compliance regulatory

"supporting ongoing Nasdaq listing compliance"

forward-looking statements regulatory

"This press release contains forward-looking statements within the meaning"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What transaction did NewGenIVF (NIVF) announce regarding K25.ai?

NewGenIVF agreed to acquire an additional 3% equity interest in K25.ai for total consideration of US$7.5 million. This follow-on investment is based on a US$250 million equity valuation for K25.ai and will increase NewGen’s ownership stake upon completion.

How will the US$7.5 million K25.ai investment by NIVF be structured?

The consideration totals US$7.5 million, comprising US$3.75 million in cash or digital assets and 2,500,000 newly issued Class A ordinary shares at US$1.50 per share. These new shares form the equity component of the purchase price for the additional 3% stake.

What ownership change in K25.ai does NIVF expect after this deal?

NewGenIVF expects its aggregate ownership in K25.ai to rise from 10% to 13% after completing the additional 3% acquisition. Its existing 10% stake has an implied value of US$25 million at the US$250 million valuation, versus an original cost of US$10 million.

How will the K25.ai deal affect NIVF’s share count and market cap?

NewGenIVF expects to issue approximately 2.5 million new Class A shares, bringing total outstanding shares to about 5.9 million. It states this should strengthen its market capitalization above US$5 million, supporting ongoing compliance with Nasdaq listing requirements.

What securities law exemptions will NIVF use for the new shares?

The Class A ordinary shares issued as consideration, and any shares issued upon exercise of the related option, will rely on Section 4(a)(2) and/or Regulation S under the Securities Act. These shares will be treated as restricted securities under Rule 144.

What risks does NIVF highlight around the K25.ai investment?

NewGenIVF notes the transaction may not close as planned, its K25.ai stake could be diluted by future rounds, and the carrying value of the investment may be impaired. It also cites share dilution, issuance risk, and uncertainty around sustaining Nasdaq listing compliance.

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 July 27, 2026, NewGenIvf Group Limited (the “Company”) announced that it had entered into a share purchase agreement to acquire an additional 3% equity in PredicXion Group Limited (a.k.a. K25.ai) (“K25.ai”, and such acquisition, the “Acquisition”). A copy of the press release issued by the Company on July 27, 2026 is furnished as Exhibit 99.1 and the share purchase agreement with respect to the Acquisition is filed as Exhibit 10.1. The descriptions below are qualified in their entirety by reference to the full text of those exhibits.

Share Purchase Agreement

Under the Share Purchase Agreement, the Company will acquire 3% equity interest in K25.ai for aggregate consideration of US$7,500,000, consisting of (i) US$3,750,000 payable in cash or in digital assets, and (ii) 2,500,000 newly issued Class A ordinary shares of the Company at an agreed price of US$1.50 per share. Upon signing of the Share Purchase Agreement, the company will pay a cash deposit of US$187,500, and shall pay the balance of US$3,562,500 on closing. The closing of the transactions contemplated by the Share Purchase Agreement is subject to the satisfaction of customary closing conditions.

Exemption from Registration

The Class A ordinary shares of the Company to be issued as part of the consideration under the Share Purchase Agreement, and any Class A ordinary shares of the Company to be issued upon any exercise of the Option, will be issued in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act and/or Regulation S promulgated thereunder, as a transaction by an issuer not involving any public offering. The Class A ordinary shares so issued will be “restricted securities” within the meaning of Rule 144 under the Securities Act.

1

EXHIBIT INDEX

Exhibit		Description
10.1		Share Purchase Agreement between NewGenIvf Group Limited and PredicXion Group Limited dated July 27, 2026
99.1		Press release

2

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 27, 2026

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

3

Exhibit 99.1

NewGen to Acquire Additional 3% of K25.ai at US$250 Million Valuation Following

Strong Community Beta; Strengthening Market Cap Above US$5 Million

Follow-on investment would increase NewGen’s aggregate ownership to 13%

BANGKOK, 27 July 2026 (GLOBE NEWSWIRE) — NewGenIVF Group Limited (Nasdaq: NIVF) (“NewGen” or the “Company”), a technology-driven, diversified growth company, today announced that it has entered into a definitive agreement to acquire an additional 3% equity interest in K25.ai at a US$250 million equity valuation.

The US$7.5 million investment follows K25.ai’s successful community beta and rapidly accelerating market traction. Upon completion, NewGen’s aggregate ownership in K25.ai is expected to increase from 10% to 13%.

As part of the consideration, NewGen expects to issue approximately 2.5 million Class A ordinary shares. Upon issuance, the Company’s total outstanding shares are expected to increase to approximately 5.9 million, strengthening its market capitalization above the US$5 million threshold and supporting ongoing Nasdaq listing compliance.

K25.ai recently entered community beta and is seeing early engagement from users and creators. The stepped-up US$250 million valuation reflects NewGen’s confidence in the platform’s AI-native approach and its potential as it scales across Asia-Pacific.

NewGen’s existing 10% stake in K25.ai has an implied value of US$25 million at the latest transaction valuation, compared with its original investment cost of US$10 million.

Alfred Siu, Founder, Chairman and Chief Executive Officer of NewGen, commented: “K25.ai’s strong community beta performance and early growth reinforce our conviction that it can become a defining AI-powered information market platform. The increase from our original US$100 million entry valuation to US$250 million reflects the company’s rapid execution, expanding ecosystem and significant market opportunity. By increasing our investment, we are deepening our participation at an important stage of K25.ai’s development while also strengthening our market capitalization position.”

Andy Cheung, Founder and Chief Executive Officer of K25.ai, commented: “The step-up to a US$250 million valuation after our community beta launch validates the platform’s early traction. NewGen’s decision to increase its stake at this higher valuation reflects confidence in our roadmap as we scale across Asia-Pacific.”

The NewGen Class A ordinary shares forming part of the consideration are expected to be issued pursuant to applicable exemptions from registration under the Securities Act of 1933, as amended. Further details regarding the transaction will be included in a Form 6-K furnished to the U.S. Securities and Exchange Commission.

About K25.ai

K25.ai is an AI-native livestreaming and information market platform combining live content, AI-assisted market creation and resolution, and interactive watch-to-predict experiences. Built for sports, esports, entertainment, creator competitions and other permitted event categories, K25.ai is creating a new category at the intersection of livestreaming, artificial intelligence and audience participation. To learn more, visit www.k25.ai.

About NewGen

NewGenIVF Group Limited 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 Ras Al Khaimah, United Arab Emirates; 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

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to: statements concerning the anticipated completion of the investment and the resulting increase in Newgen’s aggregate ownership of K25.ai from 10% to 13%; the US$250 million valuation and the implied value of NewGen’s existing stake in K25.ai; the anticipated issuance of approximately 2.5 million Class A ordinary shares as partial consideration and its expected effect on the total outstanding shares, market capitalization, and ongoing listing compliance; K25.ai’s growth prospects, and the parties’ future development plans. These forward-looking statements are based on the Company’s current expectations, estimates, projections, and assumptions as of the date of this press release and are subject to known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied. These risks and uncertainties include, among others: the possibility that the transaction may not be completed on the terms described or at all; the risk that the Company’s ownership in K25.ai may be diluted as K25.ai closes further investment rounds; the risk that the carrying value of the Company’s investment in K25.ai is not realized and may be impaired; risks generally associated with strategic investments; share dilution and capital markets issuance risk; and the risk that the anticipated increase in the Company’s market capitalization following the share issuance depends on prevailing share price and investor sentiment, which may fluctuate, and that the Company may not achieve or sustain compliance with applicable Nasdaq listing standards notwithstanding the issuance. Additional risks are described in the Company’s Annual Report on Form 20-F and other filings with the U.S. Securities and Exchange Commission. All information provided in this press release is as of the date of this press release. The Company undertakes no obligation to update or revise any forward-looking statements, except as required by applicable securities laws.

Investor Relations Contact

NewGen Investor Relations  

ICR, LLC  

Robin Yang  

+1 (212) 537-3847  

NewGenIVF.IR@icrinc.com

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 PRESS RELEASE 11.4 KB

Agreements & Contracts

• EX-10.1 SHARE PURCHASE AGREEMENT BETWEEN NEWGENIVF GROUP LIMITED AND PREDICXION GROUP LI 73.4 KB