Tevogen Bio faces Nasdaq market value shortfall

Tevogen Bio Holdings Inc. has been notified by Nasdaq that it no longer meets two key Nasdaq Global Market listing standards tied to market value.

Filing Impact

(Moderate)

Filing Sentiment

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Form Type

8-K

Rhea-AI Filing Summary

Tevogen Bio Holdings Inc. has been notified by Nasdaq that it no longer meets two key Nasdaq Global Market listing standards tied to market value. Nasdaq found the company was below the $50 million minimum market value of listed securities and the $15 million minimum market value of publicly held shares for 30 consecutive business days. The stock remains listed for now, and Tevogen has 180 days, until October 13–14, 2026, to regain compliance by maintaining required market values for at least 10 consecutive business days. The company will monitor its market value and may consider actions, including a potential transfer to the Nasdaq Capital Market, but it cannot assure it will regain or maintain compliance.

Positive

None.

Negative

Nasdaq non-compliance on market value tests: Tevogen Bio no longer meets Nasdaq Global Market requirements for a $50 million market value of listed securities and $15 million market value of publicly held shares, creating a defined risk to its current listing status.

Insights

Nasdaq market-value deficiencies create clear listing risk for Tevogen Bio.

Tevogen Bio has fallen below Nasdaq Global Market thresholds for both the market value of listed securities and publicly held shares. These are structural listing requirements, not temporary trading anomalies, and follow 30 consecutive business days below each standard.

The company has October 13–14, 2026 to cure the issues, typically by sustaining at least $50 million in listed market value and $15 million in public float value for 10 or more consecutive trading days. During this period, trading continues, but the listing category is effectively on probation.

Management plans to monitor market value and may explore options, including a move to the Nasdaq Capital Market. Actual outcomes will depend on future trading levels and any corporate actions the company elects to pursue, with no assurance of regaining or maintaining compliance as disclosed.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

Minimum market value of listed securities: $50 million Minimum market value of publicly held shares: $15 million Compliance period length: 180 calendar days +3 more

6 metrics

Minimum market value of listed securities $50 million Nasdaq Listing Rule 5450(b)(2)(A) requirement Tevogen no longer meets

Minimum market value of publicly held shares $15 million Nasdaq Listing Rule 5450(b)(2&3)(C) requirement Tevogen no longer meets

Compliance period length 180 calendar days Period granted by Nasdaq to regain compliance with each requirement

MVLS compliance deadline October 13, 2026 Deadline to regain $50 million market value of listed securities

MVPHS compliance deadline October 14, 2026 Deadline to regain $15 million market value of publicly held shares

Required compliant trading days 10–20 business days Nasdaq may require at least 10 and generally not more than 20 days at or above thresholds

Key Terms

market value of listed securities, market value of publicly held shares, Nasdaq Global Market, Nasdaq Capital Market, +1 more

5 terms

market value of listed securities financial

"no longer meets Nasdaq’s $50 million minimum market value for listed securities requirement"

Market value of listed securities is the market value of the shares a company has listed on an exchange, calculated as the closing bid price multiplied by the number of listed shares. Exchanges use it as a continued-listing standard, so a company that stays under the required minimum receives a deficiency notice and is given a set period to recover before facing delisting.

market value of publicly held shares financial

"no longer meets Nasdaq’s $15 million minimum market value of publicly held shares requirement"

The market value of publicly held shares is the total dollar worth of a company’s shares that are available to outside investors, calculated by multiplying the current market price by the number of shares held by the public (the “float”). It matters because it tells investors how much of the company is actually tradable and how the market is pricing that tradable portion—like a price tag on the items on a store shelf, it affects liquidity, volatility and how easy it is to buy or sell a meaningful stake.

Nasdaq Global Market financial

"for continued listing on the Nasdaq Global Market based on Nasdaq’s review"

The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.

Nasdaq Capital Market financial

"as well as applying for a transfer to The Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

Emerging growth company regulatory

"Emerging growth company Item 3.01 Notice of Delisting or Failure"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What Nasdaq listing issues did Tevogen Bio (TVGN) disclose?

Tevogen Bio disclosed that Nasdaq notified it of non-compliance with two Nasdaq Global Market standards: the $50 million market value of listed securities test and the $15 million market value of publicly held shares test, based on 30 consecutive business days below each threshold.

Does Tevogen Bio’s Nasdaq notification immediately affect TVGN trading?

The notification has no immediate effect on trading. Tevogen Bio’s common stock and warrants continue to trade on the Nasdaq Global Market while the company works within the 180-day compliance periods to attempt to restore required market value levels.

How long does Tevogen Bio have to regain Nasdaq market value compliance?

Tevogen Bio has 180 calendar days to regain compliance with each standard, until October 13, 2026 for the $50 million listed securities requirement and October 14, 2026 for the $15 million publicly held shares requirement, by meeting the thresholds for at least 10 consecutive business days.

What steps can Tevogen Bio consider to address its Nasdaq deficiencies?

The company stated it will actively monitor the market value of its listed securities and publicly held shares and may evaluate options to regain compliance, including applying to transfer its listing to the Nasdaq Capital Market, although no specific actions or outcomes are assured.

What conditions would show Tevogen Bio has regained Nasdaq compliance?

If before the compliance deadlines Tevogen’s market value of listed securities closes at $50 million or more, or its market value of publicly held shares at $15 million or more, for at least 10 consecutive business days, Nasdaq staff would issue written confirmation that the applicable requirement is again satisfied.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/22/2026 - 05:15 PM EDT

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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Tevogen Bio faces Nasdaq market value shortfall