Tevogen Bio (NASDAQ: TVGN) warned on Nasdaq $1 bid-price rule noncompliance

Rhea-AI Filing Summary

Tevogen Bio Holdings Inc. reported that it received a notice from Nasdaq on September 23, 2025 stating that its common stock no longer meets the Nasdaq Global Market’s $1.00 per share minimum bid price requirement under Listing Rule 5450(a)(1). This determination was based on the stock’s closing bid price over the previous 30 consecutive business days, but the notice does not immediately affect the stock’s listing or trading status.

The company has 180 calendar days, until March 23, 2026, to regain compliance. It will be considered back in compliance if the closing bid price is at least $1.00 per share for a minimum of 10 consecutive business days and generally not more than 20 consecutive business days. If compliance is not restored by that date, Tevogen may seek an additional 180-day period by transferring to the Nasdaq Capital Market and meeting that market’s other initial listing standards.

Tevogen states that it will monitor the closing bid price and the market integrity of its common stock and may evaluate options to regain compliance, but it cautions that there is no assurance it will take any specific action or succeed in maintaining compliance with Nasdaq’s listing rules.

Positive

• None.

Negative

• Nasdaq bid-price deficiency notice introduces delisting risk if Tevogen Bio Holdings Inc. does not regain compliance with the $1.00 minimum bid price requirement by March 23, 2026 or qualify for and satisfy an additional compliance period.

Insights

Equity markets and listing standards analyst

Nasdaq bid-price deficiency introduces delisting risk if not cured.

The notice confirms that Tevogen Bio Holdings Inc. has fallen below Nasdaq’s $1.00 minimum bid price standard for its Global Market tier, based on 30 consecutive business days of trading. While the stock remains listed for now, this places the company in a formal compliance window that investors often view as a sign of share price pressure and potential volatility.

The company has until March 23, 2026 to achieve a closing bid of at least $1.00 for 10 to generally not more than 20 consecutive business days. Failing that, it could seek a transfer to the Nasdaq Capital Market if it meets that market’s other initial listing standards and submits written notice of its intent to cure. If it cannot meet these conditions, eventual delisting from Nasdaq becomes a possibility.

Tevogen notes it will monitor its stock and may consider options to regain compliance but does not commit to any specific action. This leaves the outcome dependent on future trading performance and any steps the company may later choose, with the key milestone being the current compliance deadline of March 23, 2026.

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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

FAQ

What Nasdaq issue did Tevogen Bio Holdings Inc. (TVGN) disclose?

Tevogen Bio Holdings Inc. disclosed that on September 23, 2025 it received a letter from Nasdaq’s Listing Qualifications Department stating that its common stock no longer meets the $1.00 per share minimum bid price requirement for continued listing on the Nasdaq Global Market under Listing Rule 5450(a)(1).

Does the Nasdaq notice immediately affect trading of Tevogen Bio (TVGN) stock?

No. The company states that the Nasdaq notification has no immediate effect on the listing or trading of Tevogen Bio’s common stock on the Nasdaq Global Market.

How long does Tevogen Bio (TVGN) have to regain Nasdaq bid-price compliance?

Tevogen Bio has 180 calendar days, until March 23, 2026, to regain compliance. It will be deemed compliant if the closing bid price of its common stock is at least $1.00 per share for a minimum of 10 consecutive business days and generally not more than 20 consecutive business days within that period.

What happens if Tevogen Bio (TVGN) cannot meet the $1.00 bid price by March 23, 2026?

If Tevogen Bio does not regain compliance by March 23, 2026, it may be eligible for an additional 180-day period by transferring to the Nasdaq Capital Market, provided it meets the market value requirement for publicly held shares and all other initial listing standards for that market, except the bid-price rule, and gives written notice of its plan to cure the deficiency.

What actions does Tevogen Bio (TVGN) plan to take to address the Nasdaq deficiency?

Tevogen Bio states that it intends to actively monitor the closing bid price and the market integrity of its common stock and may evaluate available options to regain compliance, but it cautions there is no assurance it will take any specific action or be able to regain or maintain compliance with Nasdaq listing rules.