6-K

NewGenIvf Group Ltd (NIVF)

6-K 2025-10-09 For: 2025-10-09
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Added on April 06, 2026

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 October 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 ☐

INFORMATION CONTAINED IN THIS REPORT ON FORM6-K


Interim Results for the Six Months Ended June 30, 2025

The unaudited financial results for the six months ended June 30, 2025 (“Interim Results”) of NewGenIvf Group Limited (“NewGen”) and its subsidiaries (collectively, the “Company”) is furnished as Exhibit 99.1 to this report on Form 6-K.

Statement Regarding Unaudited Financial Information

The unaudited financial information set out in this earnings release is subject to potential adjustments. Adjustments to the consolidated financial statements may be identified when audit work is performed for the Company’s year-end audit, which could result in significant differences from this unaudited financial information.

1

EXHBIT INDEX

Exhibit No. Description
99.1 NewGenIvf Group Limited’s Unaudited Financial Results for the Six Months Ended June 30, 2025
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: October 9, 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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Exhibit 99.1


NEWGENIVF GROUP LIMITED AND SUBSIDIARIES


INDEX TO UNAUDITED CONDENSE CONSOLIDATEDFINANCIAL STATEMENTS

Unaudited consolidated statements of financial position as of<br>June 30, 2024, and December 31, 2024 F-2
Unaudited consolidated statements of profit or loss and other comprehensive income for the six months ended June 30, 2025 and 2024 F-3
Notes to the unaudited consolidated statements of profit or loss and other comprehensive income F-4
F-1

NEWGENIVF GROUP LIMITED

Unaudited consolidated statements of financial position

(Expressed in United States dollars unless otherwise indicated)

**** June 30, **** December 31, ****
**** 2025 **** 2024 ****
Assets
Current assets
Cash and cash equivalents 1,608,475 457,740
Accounts receivable, net 63,567 49,245
Inventories 96,094 80,813
Deposits, prepayments and other receivables, net 2,112,438 1,763,153
Amount due from related parties 382,687 -
Amount due from agencies 821,319 821,794
Total Current Assets 5,084,580 3,172,745
Other non-current assets
Plant and equipment, net 348,860 273,096
Right-of-use assets, net 1,006,397 98,570
Intangible assets 5,723,683 -
Investment in Artwork 270,000 -
Deposits, prepayment and other receivables, net 1,444,346 33,333
Financial Assets 665,870 -
Deferred debt issuance cost 274,167 -
Total non-current assets 9,733,323 404,999
TOTAL ASSETS 14,817,903 3,577,744
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable 876,253 1,298,964
Accrued liabilities and other payables 344,851 500,729
Contract liabilities 66,776 63,489
Due to a related party - 154,453
Operating lease liabilities, current 700,774 108,526
Derivative liability 304,373 -
Taxes payable 3,738 11,746
Total current liabilities 2,296,765 2,137,907
Non—current liabilities
Operating lease liabilities, non-current 297,980 10,231
Convertible promissory note 3,434,004 2,911,363
Total non-current liabilities 3,731,984 2,921,594
Total liabilities 6,028,749 5,059,501
Shareholders’ equity
Ordinary shares, no par value - -
Subscription receivable - (204,000 )
Additional paid-in capital 9,577,945 122,505
Accumulated deficit (261,019 ) (985,996 )
Accumulated other comprehensive (loss) income (40,093 ) 18,875
Equity attributable to the shareholders of the Company 9,276,833 (1,048,616 )
Non-controlling interests (487,679 ) (433,141 )
Total shareholders’ equity 8,789,154 (1,481,757 )
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 14,817,903 3,577,744
F-2

NEWGENIVF GROUP LIMITED

Unaudited consolidated statements of profit or loss and other comprehensive income

(Expressed in United States dollars unless otherwise indicated)

Six Months Ended
June 30,<br> 2025 June 30,<br> 2024
Revenue 2,019,628 2,686,902
Cost of revenues (1,705,824 ) (2,047,970 )
Gross profit 313,804 638,682
Operating expenses
Selling and distribution expenses (307,176 ) (56,732 )
Administrative and other operating expenses (3,247,004 ) (869,886 )
Total Operating expenses (3,554,180 ) (926,618 )
Operating (loss) (3,240,376 ) (287,686 )
Other income (expenses), net
Other income, net* 4,062,303 7,146
Interest income 1,594 12,921
Interest expenses (125,489 ) (120,162 )
Total other income (expenses), net 3,938,408 (100,095 )
Income (loss) before taxes 698,032 (387,781 )
Provision for income taxes
Net income (loss) 698,032 (387,781 )
Less: net loss attributable to non-controlling interests (26,943 ) (8,762 )
Net income (loss) attributable to the shareholders of the Company 724,975 (396,543 )
Other comprehensive income (loss)
Foreign currency translation adjustment (66,526 ) 270,236
Total comprehensive income (loss) 631,506 (117,545 )
Less : total comprehensive loss attributable to non-controlling interests (54,536 ) 78,445
Total comprehensive income attributable to the shareholders of the Company 686,042 (195,990 )
Earning per share – basic ** 2.53 (54.14 )
Basic weighted average shares outstanding ** 275,936 7,162
* : Please refer to the note at the end of this document
--- ---
**: Number of share adjusted by reverse stock splits in 2025
F-3

NEWGENIVF GROUP LIMITED

Notes to the Unaudited consolidated statements of profit or loss and other comprehensive income

(Expressed in United States dollars unless otherwise indicated)


OTHER INCOME, NET


For the six months ended June 30, 2025, other income, net of US$4,062,303 primarily consisted of the following non-operating items:

Purchase Gain on acquiring a business
Purchase of MicroSort trademarks and other intangible assets 5,284,000
Less : Consideration Paid
- Share capital issued at US$2.06 per share, totaling 125,000 shares (257,500 )
- Settlement in cash paid (750,000 )
Bargain Purchase Gain 4,276,500

A gain of US$4.3 million was recognized on the acquisition of MicroSort Reproductive Technology. The fair value of the net assets acquired was independently valued at US$5.3 million. The consideration transferred amounted to US$1.0 million, consisting of US$0.75 million in cash and 125,000 ordinary shares valued at US$2.06 per share.

Loss on derivates
Loss on derivates (realized loss of $29,757 and unrealized loss of $304,373) 334,130

A total loss of US$0.3 million was recorded on outstanding derivative contracts related to Nikkei index futures trading, which was engaged as hedging strategy against digital asset exposure.

Gain on virtual assets
Digital asset SOL<br> held on hand 105,680

On December 19, 2024, the Company announced its engagement OSL Digital Securities (“OSL”), a leading regulated digital asset platform in Hong Kong, and its deployment of US$1 million to establish the Company’s digital asset portfolio. On June 2, 2025, the Company announced plans to invest in staking the digital asset SOL (the native token of the Solana network) and funding such investment using its existing credit facilities. As of September 15, 2025, the Company has accumulated total SOL holdings of 13,000.23, valued at approximately US$3.16 million

Gain on digital assets A fair value gain of US$0.1 million was recognized on the revaluation of the Company’s holdings of SOL tokens, reflecting fair value adjustment on digital asset holdings.

These items are presented net of applicable transaction costs and are integral to understanding the Company’s financial performance during the period.

F-4