6-K
NewGenIvf Group Ltd (NIVF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form6-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 June 2025
Commission File Number: 001-42004
NEWGENIVFGROUP 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
As of the date of this report, the total issued and outstanding shares of the Company (the “Shares”) is 4,324,565, consisting of 4,304,037 Class A ordinary shares and 20,528 Class B ordinary shares. This represents an increase from the 1,050,840 Shares disclosed in the Company’s most recent prospectus filed on June 3, 2025. The increase is attributable to:
| (i) | exercises of warrants and convertible notes by an existing warrant<br>holder and convertible note holder; and |
|---|---|
| (ii) | share issuances pursuant to the Company’s Common Shares<br>Purchase Agreement with White Lion Capital, LLC. |
| --- | --- |
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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: June 20, 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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