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
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.
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NewGenIvf Group Limited |
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By: |
/s/ Wing Fung Alfred Siu |
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Name: |
Wing Fung Alfred Siu |
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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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