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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): April 16, 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, exercisable
for $575 per share of Common Stock |
|
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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
April 16, 2026, Tevogen Bio Holdings Inc. (the “Company”) received a letter from the Listing Qualifications Department (the
“Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Company no longer meets Nasdaq’s
$50 million minimum market value for listed securities requirement pursuant to Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Requirement”)
for continued listing on the Nasdaq Global Market based on Nasdaq’s review of the market value of the Company’s listed
securities for the previous 30 consecutive business days. In addition, on April 17, 2026, the Company received a letter from the Staff
notifying the Company that the Company no longer meets Nasdaq’s $15 million minimum market value of publicly held shares
requirement under Nasdaq Listing Rule 5450(b)(2&3)(C) (the “MVPHS Requirement”, and together with the MVLS Requirement,
the “Requirements”) based on Nasdaq’s review of the market value of the Company’s publicly held
shares for the previous 30 consecutive business days. The notifications have no immediate effect on the Company’s listing
or trading on the Nasdaq Global Market.
Nasdaq
has provided the Company a period of 180 calendar days to regain compliance with each Requirement, or until October 13, 2026 for the
MVLS Requirement (the “MVLS Compliance Date”) and October 14, 2026 for the MVPHS Requirement (the “MVPHS Compliance
Date” and, together with the MVLS Compliance Date, the “Compliance Dates”). If, at any time before the applicable Compliance
Date, the Company’s market value of listed securities closes at $50 million or more or the Company’s market value of publicly
held shares closes at $15 million or more for a minimum of 10 consecutive business days and up to generally not more than 20 consecutive
business days, the Staff will provide written notification to the Company that it has regained compliance with the applicable Requirement.
The
Company intends to actively monitor the market value of its listed securities and publicly held shares. The Company may evaluate and
consider available options for regaining compliance with the Requirements, as well as applying for a transfer to The Nasdaq Capital Market.
However, there can be no assurance that the Company will take any specific action or be able to regain compliance with either
Requirement or otherwise maintain compliance with Nasdaq listing rules.
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:
April 22, 2026 |
By: |
/s/ Ryan
Saadi |
| |
Name: |
Ryan Saadi |
| |
Title: |
Chief Executive Officer |
