Core Viewpoint - NewGenIvf Group Limited is facing potential delisting from Nasdaq due to non-compliance with listing rules, but the company is appealing the decision and has secured funding to improve its financial position [1][3]. Group 1: Delisting and Compliance Issues - On November 21, 2024, NewGen received a delisting notice from Nasdaq for failing to meet the minimum Market Value of Publicly Held Shares (MVPHS) of $15 million and the Market Value of Listed Securities (MVLS) of $50 million [1][2]. - The company had previously received two deficiency letters in May 2024 regarding these compliance issues, with a compliance period that ended on November 20, 2024 [2]. Group 2: Strategic Actions and Funding - NewGen plans to appeal the delisting determination, which will pause any further actions by Nasdaq until the hearing is completed [3]. - The company has secured a senior convertible note facility with ATW Partners Opportunities Management, allowing it to raise up to $29.48 million [3]. - Additionally, NewGen has established a $100 million equity line of credit with White Lion Capital, which can expand to $500 million based on future activities [3]. Group 3: Company Overview - NewGen is a fertility services provider in Asia, offering a range of treatments and services to help individuals and couples facing fertility challenges [4]. - The company operates clinics in Thailand, Cambodia, and Kyrgyzstan, providing comprehensive infertility and assisted reproductive technology treatments [4].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F Title of each class Trading Symbol Name of each exchange on which registered Class A ordinary shares, no par value per share NIVF The Nasdaq Stock Market LLC (The Nasdaq Global Market) Warrants to purchase Class A ordinary shares NIVFW The Nasdaq Stock Market LLC Securities registered or to be registered pursuant to Section 12(g) of the Act. (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITI ...