Nasdaq restores TVGN listing after 1-for-50 reverse split (TVGN)
Rhea-AI Filing Summary
Tevogen Bio Holdings Inc. filed a prospectus supplement dated March 25, 2026 that attaches a Form 8-K reporting the company has regained compliance with Nasdaq's minimum bid price requirement under Listing Rule 5450(a)(1).
The Nasdaq notice followed the implementation of a 1-for-50 reverse stock split that became effective on March 6, 2026. The supplement references the Prospectus dated May 7, 2025 and shows closing prices on March 24, 2026 of $5.22 for Common Stock and $0.0346 for Warrants.
Positive
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Insights
Nasdaq compliance restored after reverse split; administrative impact only.
The filing states Nasdaq sent a Notification Letter confirming the company "regained compliance with the minimum bid price requirement" under Nasdaq Listing Rule 5450(a)(1). This outcome is explicitly tied to the implementation of a 1-for-50 reverse stock split effective March 6, 2026.
The event is procedural: it resolves a listing deficiency and preserves continued listing. Subsequent filings may provide share counts or amendment details; cash‑flow treatment and further corporate actions are not described in the provided excerpt.
Reverse split corrected minimum bid threshold; market visibility follows public disclosures.
The prospectus supplement attaches the Form 8-K reporting Nasdaq's notice and links it to the Reverse Split effective March 6, 2026. The supplement also repeats closing market prices as of March 24, 2026.
For investors, this is a relisting‑compliance milestone rather than an issuance of new securities; details on any related equity adjustments or fractional share treatment are not included in the excerpt.
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-280414
PROSPECTUS SUPPLEMENT NO. 10
(To Prospectus dated May 7, 2025)
Tevogen Bio Holdings Inc.
This prospectus supplement updates and supplements the prospectus, dated May 7, 2025 (as supplemented to date, the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-280414), as amended. This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission on March 25, 2026 (the “Form 8-K”). Accordingly, we have attached the Form 8-K to this prospectus supplement.
This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.
Our common stock, par value $0.0001 per share (“Common Stock”), and public warrants to purchase Common Stock (“Warrants”) are listed on The Nasdaq Stock Market LLC under the symbols “TVGN” and “TVGNW,” respectively. On March 24, 2026, the closing price of our Common Stock was $5.22 and the closing price for our Warrants was $0.0346.
We are an “emerging growth company” and “smaller reporting company” for purposes of federal securities laws and are subject to reduced public company reporting requirements. Accordingly, the information in the Prospectus and this prospectus supplement may not be comparable to information provided by companies that are not emerging growth companies or smaller reporting companies.
Our business and investment in our Common Stock and Warrants involve significant risks. These risks are described in the section titled “Risk Factors” beginning on page 8 of the Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is March 25, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 20, 2026
Tevogen Bio Holdings Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41002 | 98-1597194 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 15 Independence Boulevard, Suite #210 | ||
| Warren, New Jersey | 07059 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (877) 838-6436
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.0001 per share | TVGN | The Nasdaq Stock Market LLC | ||
| Warrants, each exercisable for one share of Common Stock for $11.50 per share | TVGNW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On March 20, 2026, Tevogen Bio Holdings Inc. (the “Company”) received written notice (the “Notification Letter”) from The Nasdaq Stock Market LLC notifying the Company that it had regained compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq Global Market. Accordingly, the matter is now closed. The Notification Letter was sent following the implementation of a 1-for-50 reverse stock split of the Company’s common stock (the “Reverse Split”), which became effective on March 6, 2026. Additional information regarding the Reverse Split can be found in the Company’s Current Report on Form 8-K filed on March 4, 2026.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Tevogen Bio Holdings Inc. | ||
| Date: March 25, 2026 | By: | /s/ Ryan Saadi |
| Name: | Ryan Saadi | |
| Title: | Chief Executive Officer | |
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