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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): September 23, 2025
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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
September 23, 2025, 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 $1.00 per share minimum bid price requirement pursuant to Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Requirement”)
for continued listing on Nasdaq based on the closing bid price for the Company’s common stock, par value $0.0001 per share (the
“Common Stock”), for the previous 30 consecutive business days. The notification received has no immediate effect on the
Company’s listing or trading on the Nasdaq Global Market.
The
Company has been provided a period of 180 calendar days, or until March 23, 2026 (the “Compliance Date”), to regain compliance
with the Bid Price Requirement. If, at any time before the Compliance Date, the bid price for the Common Stock closes at $1.00 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 Bid Price Requirement.
If
the Company does not regain compliance with the Bid Price Requirement by the Compliance Date, the Company may be eligible for an additional
180 calendar day compliance period. To qualify, the Company will be required to transfer to the Nasdaq Capital Market and meet the continued
listing requirement for market value of its publicly held shares and all other initial listing standards for the Nasdaq Capital Market,
with the exception of the Bid Price Requirement, and will need to provide written notice of its intention to cure the deficiency during
the second 180 calendar day compliance period.
The
Company intends to actively monitor the closing bid price of the Common Stock in addition to its ongoing monitoring of the market integrity
of the Common Stock. The Company may evaluate and consider available options to regain compliance with the Bid Price Requirement. However,
there can be no assurance that the Company will take any specific action or otherwise be able to regain compliance with the Bid Price
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:
September 26, 2025 |
By: |
/s/
Ryan Saadi |
| |
Name:
|
Ryan
Saadi |
| |
Title: |
Chief
Executive Officer |
