エドガーで原本を確認する
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 FORM 6-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.
EXHBIT INDEX
| Exhibit No. | Description | |
| 99.1 | NewGenIvf Group Limited’s Unaudited Financial Results for the Six Months Ended June 30, 2025 |
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 | |
Exhibit 99.1
NEWGENIVF GROUP LIMITED AND SUBSIDIARIES
INDEX TO UNAUDITED CONDENSE CONSOLIDATED FINANCIAL STATEMENTS
F-
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-
Unaudited consolidated statements of profit or loss and other comprehensive income
(Expressed in United States dollars unless otherwise indicated)
| Six Months Ended | ||||||||
| June 30, 2025 |
June 30, 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-
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 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-