6-K
NewGenIvf Group Ltd (NIVF)
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 May 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 May 21, 2026, NewGenIvf Group Limited (the “Company”) announced that it has entered into a strategic investment agreement with PredicXion Group Limited a.k.a. K25.ai (“Agreement”), an APAC-focused AI-powered watch-to-predict platform led by Mr. Andy Cheung, former Chief Operating Officer of OKX and former Chief Executive Officer of Groupon Hong Kong. A copy of the press release dated May 21, 2026 is attached hereto as Exhibit 99.1 and the Agreement is exhibited as Exhibit 10.1.
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EXHIBIT INDEX
| Exhibit | Description |
|---|---|
| 10.1 | Agreement between NewGenIvf Group Limited and PredicXion Group Limited dated May 20, 2026 |
| 99.1 | Press release |
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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: May 21, 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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Exhibit 10.1
Headsof Agreement
For AnAcquisition of 2% of the Outstanding Stock
Of PredicxionGroup Limited
By NewGenIvfGroup Limited
May 15,2026
| Parties | ● | PredicXion<br> Group Limited (Company Registration No: 2199437), a company organized under the laws of British Virgin Islands, with registered<br> address at Aegis Chambers, 1st floor, Ellen Skelton Building, 3076 Sir Francis Drake’s Highway, Road Town, Tortola, VG1110,<br> British Virgin Islands (“PredicXion”); and |
|---|---|---|
| ● | NewGenIvf Group Limited, a British Virgin Islands incorporated company, with registered address at 1/F, Pier 2, Central, Hong Kong (“NIVF”). | |
| --- | --- | --- |
| ● | Each of NIVF and PredicXion are referred to as a “Party” and collectively referred to as the “Parties”. | |
| Acquisition Structure: | ● | NIVF shall acquire a 2% equity interest in PredicXion (the “Acquisition”), at a pre-money valuation of US$100,000,000, subject to customary due diligence and entry into definitive transaction documents (“Transaction Documents”). The shares shall be issued with standard anti-dilution provisions, right to participation, preemption rights, and tag-and-drag along rights. |
| ● | NIVF shall have an option exercisable at any time within three months after signing the Share Purchase Agreement, to acquire an additional 8% of PredicXion’s fully diluted equity (bringing NIVF’s total ownership to 10%) at the same pre-money valuation of US$100,000,000 (“Top Up Option”). | |
| ● | Notwithstanding the foregoing, if NIVF conducts any fundraising, financing, capital raising, strategic investment, PIPE, private placement, or other equity or equity-linked financing that is marketed, positioned, or otherwise related to K25.ai, PredicXion, AI, prediction markets, information markets, live-streaming prediction markets, or any substantially similar concept, NIVF shall be required to exercise at least 4% of the Top Up Option. Accordingly, NIVF shall subscribe for newly issued shares representing an additional 4% of the fully diluted share capital of PredicXion at the same pre-money valuation and on the same consideration structure set out in the Transaction Documents. The remaining 4% of PredicXion’s fully diluted share capital under the Top Up Option shall remain exercisable at NIVF’s option within the agreed option period and on the agreed terms. | |
| Consideration: | ● | The Consideration payable for the Acquisition, which shall be paid concurrently with Closing, shall be a combination of: |
| --- | --- | --- |
| (i) | cash consideration of US$1,000,000 or an equivalent amount in stablecoin, or Solana; and | |
| --- | --- | |
| (ii) | 666,667 newly issued class A ordinary shares of NIVF at a share price of US$1.50 per share. | |
| ● | The Consideration payable for the Top Up Option, which shall be paid at closing of the top up option transaction, shall be a combination of: | |
| --- | --- | |
| (i) | cash consideration of US$4,000,000 or an equivalent amount in stablecoin, or Solana; and | |
| --- | --- | |
| (ii) | the number of newly issued class A ordinary shares of NIVF equal to US$4,000,000 based on an issuance price equal to 110% of the Minimum Price. The “Minimum Price” shall be the lower of (i) the closing price on the trading day immediately preceding the notice to exercise the Top Up Option (the “Reference Day”), or (ii) average closing price for the five trading days prior to the Reference Day. | |
| Closing | ● | Closing shall occur within 2 days of the satisfaction or waiver of the Closing Conditions. |
| --- | --- | --- |
| Closing Conditions: | ● | Completion by NIVF of customary confirmatory due diligence on PredicXion, limited to PredicXion’s corporate authority, capitalization, ownership, and any material legal or regulatory restrictions that would prevent Closing. This condition shall be deemed satisfied once PredicXion has provided the requested materials in good faith, after which NIVF shall not unreasonably withhold, delay, or condition Closing based on matters outside the scope above. |
| ● | Receipt by the Parties of such corporate approvals as may be necessary to consummate the Acquisition and the transactions contemplated hereby. | |
| ● | No material adverse change with respect to the Parties or any of their subsidiaries. | |
| ● | Applicable regulatory clearance having been obtained, if any. | |
| ● | Waivers of all pre-emptive rights which PredicXion’s existing shareholders have or may have in respect of any of the PredicXion shares to be acquired and/or subscribed for by NIVF at closing pursuant to PredicXion’s existing shareholder agreement. | |
| ● | Receipt of any required third-party consents. | |
| ● | The Parties’ entry into an exclusive agency agreement as detailed below. | |
| NIVF Board | ● | On or after Closing, and as long as PredicXion holds equity in NIVF, PredicXion may nominate 3 independent non-executive directors to NIVF’s board of directors. NIVF shall, subject to approval by its board or relevant committee of its board, and subject to compliance requirements under BVI law, appoint such nominees to the board. |
| PredicXion Board Observer | ● | On or after Closing, as long as NIVF holds equity in PredicXion, NIVF shall have the right to designate one non-voting observer to PredicXion’s board of directors. PredicXion shall, subject to approval by its board or relevant committee of its board, and subject to compliance requirements under BVI law and PredicXion’s constitutional documents, permit such nominee to attend board meetings as a non-voting observer. |
| Use of Proceeds | ● | All cash/crypto proceeds shall be used by PredicXion as working capital for expansion of its AI-powered prediction market platform (branded as K25.ai) in the Asia-Pacific region. |
| Information Rights | ● | NIVF shall have customary information rights, including quarterly unaudited and annual audited financial statements of PredicXion. |
| Exclusive Agency Agreement | ● | Concurrently with Closing, NIVF and PredicXion shall enter into an Exclusive Agency Agreement under which NIVF will act as exclusive agent for the promotion and sale of PredicXion’s platform services (K25.ai) in Thailand, Singapore, Japan, and other APAC territories as mutually agreed – excluding Hong Kong. NIVF will earn a commission of 10% of gross profit generated from customers introduced or directly serviced by NIVF. |
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| Definitive Agreements | ● | The Parties shall use reasonable endeavours to enter into definitive agreements in connection with the Acquisition contemplated herein within two (2) months (the “Definitive Agreements”). |
|---|---|---|
| Representations and Warranties | ● | Standard representations and warranties from PredicXion as of signing and Closing, including, corporate existence and authority, no conflicts, no litigation, capitalization, no undisclosed liabilities, financial information, regulatory compliance, intellectual property, and no material adverse change. |
| ● | Standard representations and warranties from NIVF as of signing and closing on NIVF shares, Nasdaq listing compliance, and public filings. | |
| Confidentiality: | ● | The terms and conditions of the Acquisition and other transactions contemplated hereunder will be confidential information and will not be disclosed by any Party without written permission from the other Parties. |
| ● | Notwithstanding the foregoing: | |
| (i) | each Party may disclose this proposed Acquisition to its shareholders, advisors, board of directors and legal counsels for the sole purpose of consideration and evaluation of the Acquisition; and | |
| --- | --- | |
| (ii) | any PR release, public announcement, Form 6-K, regulatory disclosure, investor communication, or other market-facing disclosure relating to the Acquisition or the transactions contemplated hereunder may only be made after this Agreement has been duly executed by both Parties and the Deposit has been deemed received by PredicXion, and shall be subject to prior consultation between the Parties on the content and timing of such disclosure. | |
| ● | During the period from the date of acceptance by PredicXion of the terms of this Agreement until the earlier of (i) public announcement of the Acquistion; (ii) the date on which discussions regarding the Acquisition are terminated by mutual agreement, and subject to the Definitive Agreement, PredicXion will restrain from trading the shares of NIVF. | |
| --- | --- | --- |
| Expenses: | ● | Each Party will bear its own costs and expenses (including legal, accounting, and consulting fees) incurred in connection with this Agreement and the Acquisition. |
| Closing Deadline: | ● | 2 (two) months from the date of execution of this Agreement, which may be extended by mutual consent of the Parties. |
| Exclusivity: | ● | From the execution of this Agreement until the earlier of: (i) Closing Deadline; and (ii) the date on which discussions regarding the Acquisition are terminated by mutual agreement (“Exclusivity Period”), PredicXion shall not, and shall request PredicXion’s other shareholders shall not, solicit or participate in any discussions or negotiations with any other person relating to the acquisition of PredicXion stock or PredicXion’s assets or business, in whole or in part, through purchase, merger, consolidation, or otherwise other than to undertake discussions pertaining to a fundraising round; provided that no such fundraising round shall be completed during the Exclusivity Period without NIVF’s consent. |
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| Deposit | ● | (a) Payment. Within five (5) Business Days of the date of execution of this Agreement, NIVF shall pay to PredicXion a deposit of US$200,000 (the “Deposit”) by on-chain transfer to the digital wallet address designated by PredicXion in writing. The Deposit shall be deemed received upon sufficient blockchain confirmation and shall be held by PredicXion and dealt with solely in accordance with this clause. |
|---|---|---|
| ● | (b) Application on Closing. If the Acquisition closes in accordance with the terms of the Definitive Agreements, the Deposit shall be applied in full toward and credited against the Cash Consideration payable by NIVF at Closing. | |
| ● | (c) Liquidated Damages — PredicXion Breach. If, during the Exclusivity Period, PredicXion: (i) breaches its exclusivity obligations under this clause; or (ii) enters into any agreement, whether binding or non-binding, with any third party in respect of any transaction described in paragraph (a) or (b) of the PredicXion Exclusivity Obligation above, then PredicXion shall within five (5) Business Days of written demand by NIVF: (A) return the Deposit in full to NIVF; and (B) pay to NIVF an additional sum of US$200,000 as agreed liquidated damages (the “Liquidated Damages”). The Parties agree that the Liquidated Damages represent a genuine pre-estimate of NIVF’s loss arising from a breach of exclusivity, including NIVF’s due diligence costs, management time, and opportunity cost, and are not a penalty. | |
| ● | (d) Penalty — NIVF Withdrawal Without Cause. If NIVF withdraws from or terminates discussions regarding the Acquisition other than due to the non-satisfaction of the Closing Conditions or a breach by PredicXion of its obligations under this Agreement, NIVF shall pay PredicXion a penalty of US$800,000 as agreed compensation for PredicXion’s lost opportunity, transaction costs, and related commercial impact. | |
| Governing Law and Dispute Resolution: | ● | This Agreement is governed by the laws of the British Virgin Islands. |
| ● | Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the BVI International Arbitration Centre (BVI IAC) under the BVI Arbitration Rules in force when the Notice of Arbitration is submitted. The number of arbitrators shall be one. | |
| ● | The language of the arbitral proceedings shall be English. | |
| ● | The Definitive Agreements entered into pursuant to this Agreement shall be governed by the laws of the British Virgin Islands. | |
| Binding Effect: | ● | The terms of this Agreement shall be binding on the Parties, and are intended to create a duty to negotiate in good faith towards a definitive transaction documents. |
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IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date first written above.
| PREDICXION GROUP LIMITED | |
|---|---|
| By: | /s/ Cheung Kong Yiu |
| Name: | Cheung Kong Yiu |
| Title: | CEO |
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IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date first written above.
| NEWGENIVF GROUP LIMITED | |
|---|---|
| By: | /s/ Siu Wing Fung Alfred |
| Name: | Siu Wing Fung Alfred |
| Title: | CEO and Chairperson |
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Exhibit 99.1
NewGenIVF Announces Strategic Investment Agreementwith TechVeteran Andy Cheung-Led K25.ai, an AI-Powered Live-StreamingPrediction Market, at US$100 Million Valuation
Initial US$2 million strategic investment valuesK25.ai at US$100 million pre-money, with option to invest up toUS$10 million if exercised in full; exclusive APAC agency partnership provides NewGenIVF with exposure to AI-
assisted prediction markets, live-streaming engagement and creator-led information markets across permittedAPAC markets
BANGKOK and SINGAPORE – May 21, 2026 – NewGenIVF Group Limited (Nasdaq: NIVF) (“NewGenIVF” or the “Company”), a technology-driven, diversified growth company, today announced that it has entered into a strategic investment agreement with K25.ai, an APAC-focused AI-powered watch-to-predict platform led by Mr. Andy Cheung, former Chief Operating Officer of OKX and former Chief Executive Officer of Groupon Hong Kong.
K25.ai is designed to combine artificial intelligence, live-streaming content, creator communities and prediction-based engagement into a watch-to-predict consumer platform for permitted APAC markets. The strategic relationship is intended to provide NewGenIVF with exposure to an emerging category at the intersection of AI-assisted information markets, live-streaming engagement, creator monetization and localized APAC content.
Under the terms of the agreement, NewGenIVF will make an initial strategic investment of US$2 million in K25.ai at a US$100 million pre-money valuation, subject to the terms of the definitive agreements and applicable closing conditions. NewGenIVF has also received an option to increase its investment to up to US$10 million if exercised in full, subject to the terms of the definitive agreements.
The closing of the investment, any issuance of NewGenIVF ordinary shares and any exercise of the option remain subject to the terms of the definitive agreements, applicable closing conditions, Nasdaq rules, shareholder approval requirements, if applicable, and other applicable legal and regulatory requirements.
K25.ai: AI-Powered Live-Streaming Prediction Markets
K25.ai is building a new consumer layer for prediction markets by combining real-time content, creator communities, AI-assisted event generation and prediction-based engagement. The platform is designed to allow users in permitted markets to watch live content, follow creators, participate in community discussions and engage with prediction events linked to sports, esports, entertainment, creator challenges, cultural events and other APAC-relevant moments.
K25.ai’s AI layer is intended to support the prediction-market lifecycle, including event discovery, market generation, live-content understanding, data extraction, outcome monitoring and resolution workflows. This model is designed to help creators, communities and event owners launch timely prediction events around live content, while transforming live streaming from passive viewing into a more interactive information market.
Exclusive APAC Agency Partnership
NewGenIVF will enter into an exclusive agency agreement to support the promotion and commercial development of K25.ai in Thailand, Singapore, Japan and other permitted APAC markets, excluding Mainland China, Hong Kong, Macau and other restricted jurisdictions. Under the arrangement, NewGenIVF is expected to earn commission based on gross profit generated from customers it introduces or directly services, creating a potential commercial revenue channel while leveraging the Company’s regional network and commercial relationships.
K25.ai’s products and services will only be made available where legally permitted and, where required, subject to applicable licensing, registration, regulatory approvals or exemptions.
Board Nomination
In connection with the strategic relationship, K25.ai will nominate three independent non-executive director candidates for consideration by NewGenIVF’s board, subject to applicable Nasdaq independence, eligibility, corporate governance, board approval and other legal requirements. Following any such appointments, NewGenIVF expects its board to expand from five to eight directors.
Leadership of K25.ai
K25.ai is led by Mr. Andy Cheung, a veteran technology and digital asset executive with experience scaling platforms across Web3, fintech, consumer internet and digital advertising. Mr. Cheung previously served as Chief Operating Officer of OKX, where he helped build and scale one of the world’s leading digital asset exchanges. He also served as Chief Executive Officer of Groupon Hong Kong and as Head of Hong Kong of iClick Interactive Asia Group Limited, a digital marketing technology company formerly listed on Nasdaq under the ticker ICLK and now operating as Amber International Holding Limited under the ticker AMBR. He was also previously an Independent Director of Prenetics Global Limited, a Nasdaq-listed health sciences company under the ticker PRE.
Strategic Rationale and Market Context
NewGenIVF believes K25.ai is positioned at the intersection of several high-growth themes: AI-powered information markets, live streaming and creator monetization, watch-to-predict audience engagement, AI-assisted event generation and resolution workflows, and localized APAC content and community participation. NewGenIVF believes the investment and agency partnership provide strategic exposure to an emerging category in APAC, where localized prediction-based engagement remains meaningfully underserved compared with larger global markets.
For market-context purposes only, based on selected publicly reported valuation references for larger global prediction-market companies and K25.ai management’s internal analysis, K25.ai’s US$100 million pre-money valuation represents approximately 0.27% of those selected reported valuation references. This comparison is not a forecast, target valuation, investment return expectation or representation that K25.ai is comparable to, or will achieve outcomes similar to, any other company. The selected references may involve companies with different jurisdictions, business models, regulatory status, operating history, financial condition, user base and market dynamics.
Management Commentary
“This strategic investment provides NewGenIVF with exposure to the convergence of AI, live streaming, creator monetization and prediction-based information markets,” said Mr. Alfred Siu Wing Fung, Founder, Chairman and Chief Executive Officer of NewGenIVF. “K25.ai’s AI-powered watch-to-predict model creates a differentiated way for audiences to engage with live content in permitted APAC markets. The exclusive agency partnership is designed to create commercial opportunities through our regional network, while the investment provides exposure to the long-term development of this emerging category.”
“We are pleased to welcome NewGenIVF as a strategic shareholder and APAC commercial partner,” said Mr. Andy Cheung, Founder of K25.ai. “K25.ai is being built for a new generation of interactive markets, where AI can help convert live content, creator moments and community attention into real-time prediction events. By combining AI-assisted market generation, live streaming, creator-led distribution and localized APAC content, we believe K25.ai can help define the next generation of watch-to-predict information markets in permitted markets.”
Geographic Restrictions
K25.ai is not offered to U.S. persons or to users located in Mainland China, Hong Kong, Macau or other restricted jurisdictions. K25.ai intends to operate in accordance with applicable laws and regulations in the markets where it is made available. K25.ai’s products and services will only be launched or made available in jurisdictions where such activities are legally permitted and, where applicable, subject to required licensing, registration, regulatory approvals or exemptions.
About NewGenIVF Group Limited
NewGenIVF Group is a tech-forward, diversified, multi-jurisdictional 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 the UAE’s Ras Al Khaimah Emirate; “NewGenDigital,” focused on digital asset and DeFi solutions; and “NewGenSup,” focused on health and longevity products and solutions. NewGenIVF’s legacy business involves IVF and assisted reproductive treatment services across Asia. To learn more, visit www.nivf.global. The information contained on, or accessible through, NewGenIVF’s website is not incorporated by reference into this press release and should not be considered part of this press release.
About K25.ai
K25.ai is an APAC-focused AI-powered live-streaming and watch-to-predict platform. The platform combines real-time content, creator communities, AI-assisted event generation and prediction markets to transform live streaming from passive viewing into an interactive information market. Through K25.ai, users in permitted markets can watch live content, follow creators, participate in community discussions and engage with prediction events linked to real-world outcomes, sports, esports, entertainment, creator challenges and culturally relevant APAC events. K25.ai uses AI-assisted tools to support event creation, content analysis, data extraction, outcome monitoring and resolution workflows. K25.ai is not offered to U.S. persons or to users located in Mainland China, Hong Kong, Macau or other restricted jurisdictions.
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Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995.
These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “target,” “outlook,” “would,” “may,” “potential,” and similar statements. Without limiting the generality of the foregoing, forward-looking statements in this press release include, but are not limited to, statements regarding: the strategic investment by the Company in K25.ai, including the entry into and execution of definitive agreements, the anticipated completion of closing, and the satisfaction of closing conditions; the option to invest up to an additional approximately US$10 million; statements concerning any issuance of NewGenIVF shares; the exclusive APAC agency partnership, including the scope of permitted markets, the commercial terms, the commission economics and the expected revenue opportunity from customers introduced or serviced by the Company; board nomination rights; the commercial development of K25.ai; the AI-native watch-to-predict model, live streaming engagement, creator monetization, AI-assisted event generation and resolution workflows; market opportunity, including statements that K25.ai addresses a “meaningfully underserved market opportunity” and statements characterizing the partnership as exposure to “high-growth themes” at the intersection of AI, live streaming, creator monetization and prediction-based information markets; valuation references, including the US$100 million pre-money valuation, which reflects a negotiated valuation between the parties and is not based on any independent valuation, fairness opinion or third-party analysis; geographic restrictions and the ability of K25.ai to offer its services in permitted APAC markets; statements about the Company being a “tech-forward,” “diversified,” “multi-jurisdictional” and/or “high-growth” entity and statements regarding its ability to drive “sustainable growth” and “high ROI” across real estate development, digital asset management and reproductive health solutions; statements regarding the Company’s NewGenProperty, NewGenDigital and NewGenSup business divisions and the Company’s positioning to capitalize on the convergence of real estate, healthcare and digital asset opportunities; and expectations regarding future growth and performance.
These forward-looking statements are based on current expectations, estimates, projections and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. These risks include, among others, market conditions, regulatory developments (including evolving regulation of prediction-based products, online gaming, digital assets and AI-enabled services in APAC jurisdictions), competition, execution risk, user and creator adoption, platform engagement, liquidity and financing risks, Nasdaq compliance requirements, the ability to satisfy closing conditions, the ability to complete or implement definitive documentation, the risk that definitive agreements may not be entered into on the terms reflected in the binding term sheet or at all, the ability to exercise the option on expected terms or at all, the ability to obtain any required licensing, registration, regulatory approvals or exemptions, the risk that K25.ai or the Company may be unable to offer or commercialize prediction-based products in one or more APAC jurisdictions, the risk that the agency partnership may not generate the level of commissions or revenue currently anticipated by the parties, the risk that K25.ai’s valuation may not be realized and may decline, including in subsequent financing rounds, the risk that any K25.ai-nominated director candidates may not satisfy applicable independence requirements, and the risk that the Company’s broader business strategy across real estate development, digital asset management and reproductive health solutions may not deliver the “sustainable growth” or “high ROI” described in this press release, geographic restrictions and other risks described in the Company’s 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 any forward-looking statement as a result of new information, future events or otherwise, except as required by applicable law.
Contacts
NewGen Investor Relations ContactICR, LLC
Robin Yang
Phone: +1 (212) 537-3847
Email: [email protected]
K25.ai Media Contact[email protected]
K25.ai Investor Relations Contact[email protected]
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