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 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
NewGenIvf Group Limited (the “Company”) is furnishing this report on Form 6-K to provide its unaudited condensed consolidated balance sheet as of June 30, 2026 and its unaudited condensed consolidated statement of operations and comprehensive (loss) income for the six months ended June 30, 2026. These unaudited condensed consolidated financial statements are furnished herewith as Exhibit 99.1.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | NewGen Reports Unaudited Financial Results for the Six Months Ended June 30, 2026 |
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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: October 7, 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 99.1
NEWGENIVF GROUP LIMITED
UNAUDITED CONSOLIDATED BALANCE SHEETS
(Stated in US Dollars)
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| ASSETS | (unaudited) | (audited) | ||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 1,023,789 | $ | 758,621 | ||||
| Accounts receivable, net | 115,970 | 166,531 | ||||||
| Inventories | 351,366 | 335,360 | ||||||
| Deposits, prepayments and other receivables, net | 4,482,625 | 503,588 | ||||||
| Deposit for land acquisition | 4,714,749 | 4,614,749 | ||||||
| Deposit with a digital asset trading platform | 4,717 | 34,987 | ||||||
| Deposit with futures broker, net | — | 59,369 | ||||||
| Receivable from agents, net | 392,876 | 794,116 | ||||||
| Deferred offering costs | 40,754 | 116,250 | ||||||
| Total current assets | 11,126,846 | 7,383,571 | ||||||
| Non-current assets | ||||||||
| Plant and equipment, net | 1,733,832 | 1,789,110 | ||||||
| Right-of-use assets, net | 473,732 | 504,192 | ||||||
| Intangible assets | 21,415,893 | 21,415,069 | ||||||
| Digital asset, at fair value | — | 1,630,827 | ||||||
| Investment in equity securities | 1,686,667 | — | ||||||
| Total non-current assets | 25,310,124 | 25,339,198 | ||||||
| TOTAL ASSETS | $ | 36,436,970 | $ | 32,722,769 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 878,108 | $ | 779,280 | ||||
| Accrued liabilities and other payables | 500,236 | 711,892 | ||||||
| Contract liabilities | 105,835 | 111,981 | ||||||
| Due to related parties | 64,481 | 6,421 | ||||||
| Operating lease liabilities, current | 263,532 | 238,105 | ||||||
| Convertible notes | 1,104,543 | 256,056 | ||||||
| Embedded derivative liability | 710,536 | 262,616 | ||||||
| Repurchase Forbearance liability | 6,881,250 | — | ||||||
| Total current liabilities | 10,508,521 | 2,366,351 | ||||||
| Non-current liabilities | ||||||||
| Operating lease liabilities, non-current | 215,087 | 272,359 | ||||||
| Convertible notes, non-current | -- | 4,097,366 | ||||||
| Total non-current liabilities | 215,087 | 4,369,725 | ||||||
| Total liabilities | $ | 10,723,608 | $ | 6,736,076 | ||||
| Shareholders’ equity | ||||||||
| Ordinary shares, no par value, unlimited authorized shares and 1,152,607* and 26,736* shares issued and outstanding as of June 30, 2026 and December 31, 2025 respectively | — | — | ||||||
| Additional paid-in capital | 25,786,740 | 17,881,176 | ||||||
| Retained Earnings / (Accumulated deficit) | 857,860 | 8,893,414 | ||||||
| Accumulated other comprehensive (loss) income | (215,658 | ) | (143,071 | ) | ||||
| Equity attributable to the shareholders of the Company | 26,428,942 | 26,631,519 | ||||||
| Non-controlling interests | (715,580 | ) | (644,826 | ) | ||||
| Total shareholders’ equity | 25,713,362 | 25,986,693 | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 36,436,970 | $ | 32,722,769 | ||||
| * | The shares as presented have been adjusted retrospectively for Reverse Share Splits effected in January 2026 of 1 share for every 3 existing shares issued, in March 2026 of 1 share for every 4 existing share issued, in July 2026 of 1 share for every 3 shares issued and in September 2026 of 1 share for every 3 shares issued respectively. |
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NEWGENIVF GROUP LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE (LOSS) INCOME
(Stated in US Dollars)
Six Months Ended
| June 30, 2026 | June 30, 2025 | |||||||
| Revenues | $ | 1,924,881 | $ | 2,019,628 | ||||
| Cost of revenues | (1,460,393 | ) | (1,705,824 | ) | ||||
| Gross profit | 464,488 | 313,804 | ||||||
| Operating expenses | ||||||||
| Selling and marketing expenses | (416,238 | ) | (307,176 | ) | ||||
| General and administrative expenses | (3,595,662 | ) | (3,247,004 | ) | ||||
| Total operating expenses | (4,011,900 | ) | (3,554,180 | ) | ||||
| Operating income (loss) | (3,547,412 | ) | (3,240,376 | ) | ||||
| Other income (expenses), net | ||||||||
| Other income (expenses), net | (3,990,911 | ) | 4,062,303 | |||||
| Interest income | 64 | 1,594 | ||||||
| Interest expense | (541,133 | ) | (357,551 | ) | ||||
| Total other income (expenses), net | (8,079,392 | ) | (3,938,408 | ) | ||||
| Income (loss) before taxes | (8,079,392 | ) | 698,032 | |||||
| Provision for income taxes | --- | --- | ||||||
| Net income (loss) | (8,079,392 | ) | 698,032 | |||||
| Less: net loss attributable to non-controlling interests | (44,086 | ) | (26,943 | ) | ||||
| Net income (loss) attributable to the shareholders of the Company | $ | (8,035,306 | ) | 724,975 | ||||
| Other comprehensive (loss) income | ||||||||
| Foreign currency translation adjustment | (99,506 | ) | (66,526 | ) | ||||
| Total comprehensive income (loss) | (8,178,898 | ) | 631,506 | |||||
| Less: total comprehensive loss attributable to non-controlling interests | (70,754 | ) | (54,536 | ) | ||||
| Total comprehensive income (loss) attributable to the shareholders of the Company | $ | (8,108,144 | ) | 686,042 | ||||
| Earning per share – basic | $ | (26.64 | ) | 1,418.76 | ||||
| Basic weighted average shares outstanding* | 301,584 | 511 | ||||||
| * | The shares as presented have been adjusted retrospectively for Reverse Share Splits effected in January 2026 of 1 share for every 3 existing shares issued, in March 2026 of 1 share for every 4 existing share issued, in July 2026 of 1 share for every 3 shares issued and in September 2026 of 1 share for every 3 shares issued respectively. |
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