NewGenIvf Receives Nasdaq Delisting Notice and Plans to Submit Appeal, Announces Strategic Path Forward to Regain Compliance
22 November 2024 - 1:00PM
NewGenIvf Group Limited (NASDAQ: NIVF) (“NewGen” or the “Company”)
today announced that on November 21 2024, it received written
notice (the “Delisting Notice”) from The Nasdaq Stock Market LLC
(“Nasdaq”) that its securities are subject to delisting due to
non-compliance with two Nasdaq Listing Rules. The Company has filed
to appeal the delisting determination and plans to leverage several
strategic actions to regain compliance with Nasdaq’s listing
requirements.
NewGen had previously received two letters from Nasdaq in regard
to its non-compliance with Nasdaq’s Listing Rules in May 2024. 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”). Pursuant to
Nasdaq Listing Rule 5810(c)(3)(D), the Company had an initial
compliance period of 180 calendar days, or until November 20, 2024
(the “Compliance Date”), to regain compliance with the MVPHS
Requirement and the MVLS Requirement.
Following receipt of the Delisting Notice, the Company will
formally request a hearing to appeal the delisting determination.
This request will stay any further action by Nasdaq at least
pending completion of the hearing and the expiration of any
extension that may be granted by the Panel to the Company following
the hearing. NewGen intends to leverage several strategic options
to ensure its shares remain publicly traded. NewGen has secured two
significant recent funding arrangements designed to strengthen its
financial position and boost shareholders’ equity. The first of
these is a senior convertible note facility with ATW Partners
Opportunities Management, LLC, announced in an F-1 filed with the
U.S. Securities and Exchange Commission (the “SEC”) on November 1,
2024, which will allow the Company to raise up to $29.48 million.
The second is a $100 million equity line of credit, expandable to
$500 million, with White Lion Capital, LLC (“White Lion”), under
which NewGen will have the option, but not the obligation, to sell
to White Lion up to $100.0 million in shares of common stock over
an initial 36-month period, with the potential to increase to
$300.0 million upon substantial M&A or merger activity, and
further to $500.0 million after $250.0 million has been drawn.
These funding mechanisms are expected to assist the Company in
addressing its deficiencies and support its ongoing business
operations. In addition, NewGen will apply to transfer the
Company’s securities from the Nasdaq Global Market to the Nasdaq
Capital Market.
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’s management team collectively has 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 the Company’s strategy and funding
arrangements, and the expected effects of such arrangements.
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 ability to regain compliance with
the MVLS Requirement and the MVPHS Requirement, the Company’s
ability to leverage the funding mechanisms to address its
deficiencies, and the Company’s ability to successfully appeal
Nasdaq’s delisting determination. You should carefully consider the
foregoing factors and the other risks and uncertainties described
in the Company’s annual report on Form 20-F and other documents
filed or to be filed by the Company 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, LLCRobin YangPhone: +1 (212)
537-4406Email: Newgenivf.IR@icrinc.com
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