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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 29, 2026
Tevogen
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 $575.00 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
September 29, 2026, Tevogen Inc. (the “Company”) received written notice from The Nasdaq Stock Market LLC notifying the Company
that it had regained compliance with the $50 million minimum market value of the listed securities requirement under Nasdaq Listing Rule
5450(b)(2)(A) for continued listing on The Nasdaq Global Market. Accordingly, the matter is now closed.
On
September 30, 2026, the Company issued a press release announcing that it regained compliance with the requirement. A copy of this press
release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
| Exhibit
Number |
|
Description |
| |
|
|
| 99.1 |
|
Press Release, dated September 30, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
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 Inc. |
| |
|
|
| Date: September 30, 2026 |
By: |
/s/ Ryan
Saadi |
| |
Name: |
Ryan Saadi |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Tevogen
Regains Compliance with Nasdaq Global Market Continued Listing Requirements
| |
● |
Both
previously disclosed Nasdaq compliance matters are now closed |
September
30, 2026
WARREN,
N.J., Tevogen Inc. (“Tevogen” or the “Company”) (Nasdaq: TVGN), an integrated healthcare
enterprise combining biotechnology, artificial intelligence, and healthcare services to improve the affordability and accessibility
of life-saving medicines, today announced that it received written notice from The Nasdaq Stock Market LLC (“Nasdaq”) on
September 29, 2026, confirming that the Company had regained compliance with the $50 million minimum market value of listed
securities requirement under Nasdaq Listing Rule 5450(B)(2)(A) for continued listing on The Nasdaq Global Market.
As
previously announced, on September 9, 2026, the Company had received written notice from Nasdaq confirming that it had regained compliance
with the minimum market value of publicly held shares requirement under Nasdaq Listing Rules 5450(B)(2)(C) and 5450(B)(3)(C).
With
both requirements satisfied, the related Nasdaq compliance matters are now closed.
About
Tevogen
Tevogen
is a healthcare enterprise focused on improving the affordability and accessibility of life-saving medicines. The Company brings together
three complementary efforts: Tevogen Bio, its biotechnology initiative; Tevogen.AI, its artificial intelligence and technology initiative;
and Tevogen Healthcare Services, its emerging healthcare services initiative.
Together,
these efforts are designed to create a more integrated healthcare model in which science, technology, and operational efficiency work
together to reduce the cost of medication and expand patient access.
Contacts
Tevogen
Communications
T:
1 877 TEVOGEN, Ext 701
Communications@Tevogen.com
