UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one): ☐ Form 10-K ☒ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR
For Period Ended: December 31, 2023
| ☐ | Transition Report on Form 10-K |
| ☐ | Transition Report on Form 20-F |
| ☐ | Transition Report on Form 11-K |
| ☐ | Transition Report on Form 10-QRefer to “Underwriting” section starting from page 228. |
| ☐ | Transition Report on Form N-SAR |
For the Transition Period Ended:
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
NewGenIvf Group Limited
Full Name of Registrant
N/A
Former Name if Applicable
36/39-36/40, 13th Floor, PS Tower, Sukhumvit 21 Road (Asoke)
Address of Principal Executive Office
(Street and Number)
Khlong Toei Nuea Sub-district, Watthana District, Bangkok 10110, Thailand
City, State and Zip Code:
PART II RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| (a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | |
| ☒ | (b) | The subject annual report, semi-annual report, transition report on Forms 10K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report portion
thereof, could not be filed within the prescribed time period.
NewGenIvf Group Limited’s (the “Registrant”) Annual Report on Form 20-F for the fiscal year ended December 31, 2023 cannot be filed within the prescribed time period because the compilation and review of its financial statements remain underway and have not yet been completed.
The Registrant changed its independent auditor for the fiscal year ended December 31, 2023 in April 2024, and the new auditor needs additional time to complete its audit of the financial statements.
The Registrant is working diligently towards filing the Registrant’s Annual Report on Form 20-F on or before the 15th calendar day following the prescribed due date.
Forward-Looking Statements
This notification on Form 12b-25 contains forward-looking statements. These statements constitute “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Statements that are not historical facts, including statements about the Registrant’s beliefs, plans and expectations, are forward-looking statements, including statements regarding the estimated timing for the filing of the Registrant’s Form 20-F. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the ability of and the time needed for the Registrant to finalize and file its Form 20-F. Further information regarding these and other risks is included in the Registrant’s filings with the SEC. All information provided in this notification is as of the date of this notification, and the Registrant does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
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PART IV OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification: |
| Wing Fung Alfred Siu | +852 2861 1666 | |
| (Name) | (Area Code) (Telephone number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months (or for such shorter) period that the registrant was required to file such reports) been filed? If answer is no, identify report(s): ☒ Yes ☐ No |
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof: ☐ Yes ☒ No |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
NewGenIvf Group Limited
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| April 30, 2024 | By: | /s/ Wing Fung Alfred Siu |
| Wing Fung Alfred Siu | ||
| Chief Executive Officer |
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