NIVFW NewGenIvf Group Ltd

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

 

For the month of May, 2024.

 

Commission File Number 001-42004

 

NEWGENIVF GROUP LIMITED

(Translation of registrant’s name into English)

 

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 office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒ Form 40-F

 

 

 

Nasdaq Minimum Market Value of Publicly Held Shares Deficiency Letter

 

On May 24, 2024, NewGenIvf Group Limited (the “Company”) received a deficiency letter (“MVPHS Deficiency Letter”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the preceding 35 consecutive business days, the Company’s Class A Ordinary Shares (the “Class A Shares”) did not meet the minimum $15,000,000 Market Value of Publicly Held Shares (“MVPHS”) requirement for continued listing on Nasdaq pursuant to Nasdaq Listing Rules 5450(b)(2)(C) (the “MVPHS Requirement,” and the Company’s non-compliance with this requirement, the “MVPHS Deficiency”).

 

The receipt of the MVPHS Deficiency Letter has no immediate effect on the Company’s Nasdaq listing. In accordance with Nasdaq Rule 5810(c)(3)(D), the Company has been provided an initial period of 180 calendar days, or until November 20, 2024 (the “Compliance Date”), to regain compliance with the MVPHS Requirement. If, at any time before the Compliance Date, the MVPHS for the Class A Shares is at least $15,000,000 for a minimum of ten consecutive business days, the Staff will provide the Company written confirmation of compliance with the MVPHS Requirement. In the event the Company does not regain compliance with the above requirement prior to the expiration of the compliance period, it will receive written notification that its securities are subject to delisting. Alternatively, the Company may apply to transfer the Company’s securities to The Nasdaq Capital Market.

 

The Company intends to monitor the MVPHS of the Class A Shares and may, if appropriate, consider available options to regain compliance with the MVPHS Requirement.

 

On May 28, 2024, the Company issued a press release disclosing its receipt of the MVPHS Deficiency Letter along with receipt of the MVLS Deficiency Letter (as described and defined below). A copy of the aforesaid press release is filed herewith as Exhibit 99.1.

 

Nasdaq Minimum Market Value of Listed Securities Deficiency Letter

 

On May 24, 2024, the Company received a deficiency letter (“MVLS Deficiency Letter”) from the Staff of Nasdaq notifying the Company that, for the preceding 35 consecutive business days, the Class A Shares did not meet the minimum $50,000,000 Market Value of Listed Securities (“MVLS”) requirement for continued listing on Nasdaq pursuant to Nasdaq Listing Rules 5450(b)(2)(A) (the “MVLS Requirement,” and the Company’s non-compliance with this requirement, the “MVLS Deficiency”).

 

The receipt of the MVLS Deficiency Letter has no immediate effect on the Company’s Nasdaq listing. In accordance with Nasdaq Rule 5810(c)(3)(C), the Company has been provided an initial period of 180 calendar days, or until November 20, 2024 (the “Compliance Date”), to regain compliance with the MVLS Requirement. If, at any time before the Compliance Date, the MVLS for the Class A Shares is at least $50,000,000 for a minimum of ten consecutive business days, the Staff will provide the Company written confirmation of compliance with the MVLS Requirement. In the event the Company does not regain compliance with the above requirement prior to the expiration of the compliance period, it will receive written notification that its securities are subject to delisting. Alternatively, the Company may consider applying for a transfer to The Nasdaq Capital Market.

 

The Company intends to monitor the MVLS of the Class A Shares and may, if appropriate, consider available options to regain compliance with the MVLS Requirement.

 

On May 28, 2024, the Company issued a press release disclosing its receipt of the MVLS Deficiency Letter along with its receipt of the MVPHS Deficiency Letter. A copy of the aforesaid press release is filed herewith as Exhibit 99.1.

 

 

EXHIBITS

 

Exhibit No.		Description
99.1		Press Release

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	NewGenIvf Group Limited
	By:	/s/ Wing Fung Alfred Siu
	Name:	Wing Fung Alfred Siu
	Title:	Chairman of the Board and Director

 

Date: May 28, 2024

 

 

Exhibit 99.1

 

 

NewGenIvf Receives Nasdaq Notifications Regarding Minimum Market Value of Publicly Held Shares and
Market Value of Listed Securities Requirements

 

BANGKOK, Thailand, May 28, 2024 (GLOBE NEWSWIRE) -- NewGenIvf Group Limited (NASDAQ: NIVF) (“NewGen” or the “Company”), today announced that on May 24, 2024, the Company received two letters from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is currently not in compliance with certain requirements under the relevant Nasdaq Listing Rules.

 

The first letter (the “MVPHS Deficiency Letter”) notified the Company that, for the preceding 35 consecutive business days of the MVPHS Deficiency Letter, the Company’s Class A Ordinary Shares (the “Class A Shares”) did not meet the minimum $15,000,000 Market Value of Publicly Held Shares (“MVPHS”) requirement for continued listing on Nasdaq pursuant to Nasdaq Listing Rules 5450(b)(2)(C) (the “MVPHS Requirement”).

 

The second letter (the “MVLS Deficiency Letter”) notified the Company that, for the preceding 35 consecutive business days, the Class A Shares did not meet the minimum $50,000,000 Market Value of Listed Securities (“MVLS”) requirement for continued listing on Nasdaq pursuant to Nasdaq Listing Rules 5450(b)(2)(A) (the “MVLS Requirement”).

 

This press release is issued pursuant to Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt(s) of a deficiency notification(s). The MVPHS Deficiency Letter and the MVLS Deficiency Letter have no immediate effect on the listing of the Company’s Class A Shares, which will continue to trade uninterrupted on Nasdaq under the ticker symbol “NIVF.”

 

Pursuant to Nasdaq Listing Rule 5810(c)(3)(D), the Company has an initial compliance period of 180 calendar days, or until November 20, 2024 (the “Compliance Date”), to regain compliance with the MVPHS Requirement. Pursuant to Nasdaq Listing Rule 5810(c)(3)(C), the Company also has an initial compliance period of 180 calendar days, or until the Compliance Date, to regain compliance with the MVLS Requirement. If at any time the (i) MVPHS for the Class A Shares is at least $15,000,000 for a minimum of ten consecutive business days or (ii) MVLS for the Class A Shares is at least $50,000,000 for a minimum of ten consecutive business days, the Staff will provide the Company written confirmation of compliance with such requirements, as applicable.

 

In the event the Company does not regain compliance with the above requirements prior to the expiration of the compliance period, it will receive written notification that its securities are subject to delisting. Alternatively, the Company may apply to transfer the Company’s securities to The Nasdaq Capital Market. The Company intends to monitor the MVPHS and MVLS of the Class A Shares and may, if appropriate, consider available options to regain compliance with the MVPHS and MVLS requirements.

 

About NewGen

 

NewGen is a comprehensive fertility services provider in Asia helping couples and individuals obtain access to fertility treatments. With a mission to aid couples and individuals in building families regardless of fertility challenges, NewGen has dedicated itself to creating increased access to infertility treatment and providing comprehensive fertility services for its customers. NewGen and its management have over a decade of experience in the fertility industry. NewGen’s clinics are located in Thailand, Cambodia, and Kyrgyzstan, and present a full suite of services for its patients, including comprehensive infertility and assisted reproductive technology treatments, egg and sperm donation, and surrogacy, in the appropriate jurisdictions, respectively. To learn more, visit www.newgenivf.com. The information contained on, or accessible through, NewGen’s website is not incorporated by reference into this press release, and you should not consider it a part of this press release.

 

 

Forward-Looking Statements

 

This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Without limiting the generality of the foregoing, the forward-looking statements in this press release include descriptions of NewGenIvf’s future commercial operations. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, such as the Company’s or NewGenIvf’s inability to implement its business plans, identify and realize additional opportunities, or meet or exceed its financial projections and changes in the regulatory or competitive environment in which the Company or NewGenIvf operates. You should carefully consider the foregoing factors and the other risks and uncertainties described in NewGenIvf’s annual report on Form 20-F and other documents filed or to be filed by NewGenIvf’s with the SEC from time to time, which could cause actual events and results to differ materially from those contained in the forward-looking statements. Copies of these documents are available on the SEC’s website, www.sec.gov. All information provided herein is as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statement, except as required under applicable law.

 

Investor Relations Contact

 

ICR, LLC
Robin Yang
Phone: +1 (212) 537-4406
Email: Newgenivf.IR@icrinc.com

 

 

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