NewGenIvf (NASDAQ: NIVF) to cut share count with 1-for-3 split

Rhea-AI Filing Summary

NewGenIvf Group Limited (NIVF) reports that its board approved a reverse stock split of all issued and unissued shares, including Class A and Class B ordinary shares and preferred shares, at a ratio of one share for every three shares. Under the BVI Business Companies Act and the company’s M&A, the board can implement this action without a shareholder vote, and no shareholder approval will be sought.

The reverse stock split will be effective at 12:01 a.m. (ET) on September 1, 2026, and Class A ordinary shares will begin trading on Nasdaq on a split-adjusted basis that day, continuing under the symbol “NIVF” with a new CUSIP. The number of outstanding Class A ordinary shares will be reduced from 6,307,870 to approximately 2,102,623, with every three existing shares automatically combined into one. No fractional shares will be issued; holders otherwise entitled to a fraction will receive one whole post-split share. Outstanding options, warrants and other convertible securities will be proportionally adjusted by dividing the underlying share amounts by three, subject to rounding, while par value remains nil and the company’s unlimited authorized share capital is unchanged.

Key Figures

Reverse stock split ratio: 1-for-3 Class A shares outstanding before split: 6,307,870 shares Class A shares outstanding after split: 2,102,623 shares +2 more

5 metrics

Reverse stock split ratio 1-for-3 Every three Class A ordinary shares will be combined into one post-split share

Class A shares outstanding before split 6,307,870 shares Outstanding Class A ordinary shares prior to the reverse stock split

Class A shares outstanding after split 2,102,623 shares Approximate outstanding Class A ordinary shares after the 1-for-3 reverse stock split

Effective date and time 12:01 a.m. (ET) on September 1, 2026 Time the reverse stock split becomes effective

Exchange Nasdaq Capital Market Listing venue where split-adjusted Class A shares will continue trading under symbol NIVF

Key Terms

reverse stock split, BVI Business Companies Act, par value, Nasdaq Capital Market

4 terms

reverse stock split financial

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

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

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.

par value financial

"no effect upon the par value of the ordinary shares, which is currently nil"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

Nasdaq Capital Market market

"will begin trading on the Nasdaq Capital Market 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.

FAQ

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

NewGenIvf Group Limited approved a reverse stock split at a 1-for-3 ratio. Every three existing Class A ordinary shares will be combined into one share, affecting all issued and unissued ordinary and preferred shares on the effective date.

When does the NIVF reverse stock split become effective and when does split-adjusted trading start?

The reverse stock split becomes effective at 12:01 a.m. (ET) on September 1, 2026. NIVF’s Class A ordinary shares will begin trading on the Nasdaq Capital Market on a split-adjusted basis at the market open on the same date.

How will the NIVF reverse stock split change the number of outstanding Class A shares?

The number of outstanding Class A ordinary shares will decrease from 6,307,870 to approximately 2,102,623. This reduction reflects the 1-for-3 reverse split, where every three pre-split Class A shares are automatically combined into one post-split share.

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

No fractional shares will be issued in the reverse stock split. Instead, any holder entitled to a fractional share at the participant level will receive one whole post-split Class A ordinary share in its place.

Are NIVF shareholders voting on the reverse stock split?

Shareholders are not voting on the reverse stock split. Under the BVI Business Companies Act and the company’s M&A, the board of directors is authorized to effect the reverse split without shareholder approval, and no vote or consent will be sought.

How will the NIVF reverse stock split affect options, warrants and other convertible securities?

Outstanding options, warrants and other convertible securities will be proportionally adjusted. The number of Class A shares underlying each instrument will be divided by three, subject to rounding to the nearest whole share, in line with the relevant plans and agreements.

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

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

Available on EDGAR 08/18/2026 - 04:02 PM Accepted by SEC EDGAR 08/18/2026 - 04:01 PM 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 August 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 31, 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 September 1, 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 September 1, 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: G0544E154. The Reverse Stock Split will reduce the number of outstanding Class A Ordinary Shares of the Company from 6,307,870 to approximately 2,102,623 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: August 18, 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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