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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): 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.
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 |
