aibioTevogen Bio Holdings Inc. (now Tevogen Inc.) gets Nasdaq minimum bid price notice
Tickers TVGN
Nasdaq told Tevogen Bio Holdings on September 23, 2025 that its shares had closed below $1.00 for 30 consecutive business days, giving it until March 23, 2026 to regain compliance. Its 2024 annual report said the company was relying on $8.0 million of grant funding it had not yet received.
Key facts
- Company
- Tevogen Inc. (NASDAQ: TVGN)
- News type
- Listings
- Primary source
- Tevogen Inc. Form 8-K filed September 26, 2025 (SEC EDGAR)
Tevogen Bio Holdings Inc. (Nasdaq: TVGN), a Delaware corporation based in Warren, New Jersey, received a letter from Nasdaq's Listing Qualifications Department on September 23, 2025. The company reported it in a Form 8-K dated September 23, 2025 and signed September 26, 2025 by Chief Executive Officer Ryan Saadi. The letter says the company no longer meets the $1.00 minimum bid price for continued listing, based on the closing bid price over the previous 30 consecutive business days, under Nasdaq Listing Rule 5450(a)(1). The 8-K says the notice has no immediate effect on the listing or trading of the stock on the Nasdaq Global Market.
The deadline
Nasdaq gave the company 180 calendar days, until March 23, 2026, to regain compliance. The bid price must close at $1.00 or more for a minimum of 10 consecutive business days, and generally no more than 20, before Nasdaq confirms compliance in writing.
If the company does not regain compliance by that date, it may be eligible for an additional 180 calendar days. To qualify, it would have to transfer to The Nasdaq Capital Market, meet the market value of publicly held shares and other initial listing standards other than the bid price, and give written notice of its intention to cure the deficiency in the second period.
The 8-K says the company "intends to actively monitor the closing bid price" and "may evaluate and consider available options." It does not name a reverse stock split among them. It adds that "there can be no assurance" the company will regain compliance or maintain it.
What the annual report says
The annual report for 2024, which gives share counts as of March 21, 2025, describes Tevogen Bio as the operating company that completed a business combination with Semper Paratus Acquisition Corporation, a special purpose acquisition company. Semper Paratus then changed its name to Tevogen Bio Holdings Inc. The report says the company's stock and public warrants began trading on Nasdaq under TVGN and TVGNW in February 2024. It describes its pipeline as built on immunotherapy and its ExacTcell technology, and it names TVGN 489 among its programs.
The report says the company is relying in part on an additional $8.0 million of grant funding that it had not yet received to meet its liquidity needs. It also says the company will require substantial additional financing to achieve its business objectives.
In January 2025 the company agreed to a $2,000,000 grant from KRHP, an entity affiliated with the Patel Family, and received the cash that month. The grant may not be used to repay existing debt and carries no obligation to repay or to issue equity.
The loan and the dilution risk
The report says the company drew $1,000,000 on its Loan Agreement in February 2025 and another $1,000,000 in March 2025. At filing it had $26,000,000 of remaining capacity, and the facility remains effective for the next 26 months. The report's note on these draws does not name the lender.
The report warns that the terms of its convertible preferred stock and the Loan Agreement could cause substantial dilution through conversion of the preferred or the issue of shares under the loan, and could make other financing harder to obtain on acceptable terms. Shares outstanding rose from 177,991,365 at December 31, 2024 to 183,893,433 at March 21, 2025.
Stock compensation
The report records stock-based compensation expense of $40,764,136 for 2024, of which $27,019,781 sat in research and development. It also recognized $25,233,487 for performance-based awards once the merger's liquidity event condition was met. Note 12 of the report is headed "Stockholders' Deficit."
What the filings leave out
The 8-K gives no closing prices after the notice, no cash balance and no stockholder meeting date. The 8-K gives no net loss or cash balance, so the size of the company's burn against its $8.0 million grant gap cannot be read from it.
Who signed
Chief Executive Officer Ryan Saadi signed the 8-K on September 26, 2025.