Failure to Satisfy Listing Rule (Form 8-K)

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.