NewGenIvf Group Ltd Approves Reverse Stock Split

TL;DR

NewGenIvf doing a reverse stock split, ratio TBD.

AI Summary

NewGenIvf Group Ltd announced on January 21, 2025, that its Board of Directors approved a reverse stock split for all issued and unissued shares, including Class A ordinary shares, Class B ordinary shares, and preferred shares. The specific exchange ratio for this split was not detailed in the provided excerpt.

Why It Matters

A reverse stock split can significantly alter a company's share structure and market perception, potentially impacting its stock price and investor interest.

Risk Assessment

Risk Level: medium — Reverse stock splits can be a sign of financial distress or an attempt to meet exchange listing requirements, introducing uncertainty for investors.

Key Players & Entities

• NewGenIvf Group Ltd (company) — The company filing the report and approving the action.
• January 21, 2025 (date) — Date the Board of Directors approved the reverse stock split.

FAQ

Key Financial Figures

• $1.00 — compliance with a minimum bid price of $1.00 per share for continued listing on Nasd

Filing Documents

• ea0229373-6k_newgenivf.htm (6-K) — 20KB
• ea022937301ex1-1_newgenivf.htm (EX-1.1) — 202KB
• ea022937301ex99-1_newgenivf.htm (EX-99.1) — 11KB
• ex99-1_001.jpg (GRAPHIC) — 2KB
• 0001213900-25-008566.txt ( ) — 237KB

From the Filing

OF FOREIGN PRIVATE ISSUER UNITED 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 January 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 On January 21, 2025, the Board of Directors of 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 twenty (20) shares (the “Reverse Stock Split”). Upon the opening of the market on February 11, 2025, the Company’s Class A Ordinary Shares will begin trading on the Nasdaq Global Market (“Nasdaq”) on a post-Reverse Stock Split basis under the current symbol “NIVF”. The new CUSIP number following the Reverse Stock Split is G0544E204. The Reverse Stock Split is intended for the Company to regain compliance with a minimum bid price of $1.00 per share for continued listing on Nasdaq, as set forth in Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Requirement”). Nasdaq previously provided the Company until April 7, 2025 to regain compliance. To regain compliance, the closing bid price of the Company’s Class A Ordinary Shares must meet or exceed $1.00 per share for a minimum of ten consecutive business days. There can be no assurance that the Company will be able to regain compliance with the Minimum Bid Requirement. The reverse stock split will reduce the number of outstanding Class A Ordinary Shares of the Company from approximately 27.07 million to approximately 1.35 million. Every twenty (20) 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 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 twenty (20) 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. In connection with the Reverse Stock Split, the Company will amend and restate its memorandum and articles of association to reflect the adjustment of the number of authorized shares. Attached to this report on Form 6-K (this “Report”) as Exhibit 1.1 is a copy of such second amended and restated memorandum and articles of association, which will be effective on February 11, 2025. Attached to this Report as Exhibit 99.1 is a copy of the press release dated January 31, 2025 titled “NewGenIvf Group Limited Announces Reverse Stock Split”. 1 EXHIBIT INDEX Exhibit No. Description 1.1 Amended and Restated Memorandum and Articles of Association 99.1 Press release 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: January 31, 2025 NewGenIvf Group Limited By: /s/ Wing Fung Alfred Siu Name: Wing Fung Alfred Siu Title: Chairman of the Board and Director 3

View Full Filing

View this 6-K filing on SEC EDGAR