NEWS
NewGenIvf Receives Nasdaq Delisting Notice and Plans to Submit Appeal, Announces Strategic Path Forward to Regain Compliance
BANGKOK, Nov. 22, 2024 (GLOBE NEWSWIRE) -- 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.
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.
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