NewGenIvf Group Ltd (NIVFW) SEC Filings

NewGenIvf Group Ltd (NIVF) director and ten percent owner Cheung Kong Yiu reported a series of acquisitions of Class A ordinary shares. In four tranches issued under share purchase agreements, he acquired a total of 3,722,223 Class A ordinary shares, with reported prices per share ranging from $1.00 to $1.50. The filing states that the first three tranches reflect adjustments for a 1-for-3 reverse stock split, covering 222,223 shares on May 28, 2026, 500,000 shares on June 2, 2026, 500,000 shares on June 18, 2026, and 2,500,000 shares on July 27, 2026, all issued directly to the reporting person under share purchase agreements between him and the company.

NewGenIvf Group Ltd (NIVF) reports the initial beneficial ownership status of Cheung Kong Yiu on a Form 3 as a director and ten percent owner. The company explains that this Form 3 was filed late due to administrative and logistical delays in obtaining remote/foreign notarization and processing EDGAR access credentials (Form ID) for the newly appointed reporting person, who became a director on June 8, 2026. No specific holdings or transactions are detailed in the data provided.

NewGenIvf Group Ltd (NIVF) reports that Lee Sze Mun, a director of the company, has filed an initial Form 3 as a reporting person. The filing notes it is being made after the June 11, 2026 deadline due to a delay in receiving EDGAR access codes following a Form ID application. No equity holdings or transactions are reported in this Form 3.

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.

NewGenIvf Group Ltd (NIVF) reported that Chief Marketing Officer Fong Hei Yue Tina received a grant of 272,140 stock options to acquire Class B Ordinary Shares at an exercise price of US$0.0001 per share. The options vest upon grant and expire on August 17, 2033, granted under the company’s 2024 Share Incentive Plan and an Employee Stock Option Agreement dated August 17, 2026. Following this award, the reporting person holds 345,787 stock options in total.

NewGenIvf Group Ltd (NIVF) granted its Chairman & CEO, Siu Wing Fung Alfred, stock options for 272,140 Class B Ordinary Shares. The options have an exercise price of US$0.0001 per share, vest immediately upon grant, and expire on August 17, 2033. Following this award, the reporting person holds 345,787 stock options directly. The grant was made under the company’s 2024 Share Incentive Plan and an Employee Stock Option Agreement dated August 17, 2026.

NewGenIVF Group Limited entered into an Amendment and Exchange Agreement with an institutional investor under which, on August 14, 2026, the investor’s existing convertible notes and related warrants were exchanged for a new senior convertible note with an aggregate principal amount of $7,105,468.75. A related Leak-Out Agreement restricts sales of Class A ordinary shares issuable upon conversion of the new note. The restructuring removed a prior requirement that a significant percentage of proceeds from new capital raises be used to prepay the notes under a June 16, 2026 Repurchase and Forbearance Agreement, and is described by the company as intended to provide greater flexibility in managing future financing and capital structure.

NewGenIVF Group Limited reported that its total outstanding Class A shares now stand at 5,919,948, following share issuances connected to strategic share purchase agreements to acquire a 3% equity interest in K25.ai.

Using the July 30, 2026 closing price of $0.85 per share, the company’s Market Value of Listed Securities reached US$5,031,956.

NewGenIVF Group Limited reports net profit attributable to shareholders of US$9.9 million for the year ended December 31, 2025, and net assets of about US$25.98 million. The company also highlights an agreed 13% stake in K25.ai, subject to completion of share purchase agreements.

Based on a current implied K25.ai valuation of US$200 million, this stake is valued at about US$26 million and is expected to generate an unrealized gain of approximately US$8.5 million, which NewGen views as strengthening its balance sheet. After a planned issuance of 2,500,000 Class A ordinary shares, total outstanding Class A shares are expected to reach about 5,900,000.