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 April 16, 2026, 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 $50 million minimum market value for listed securities requirement pursuant to Nasdaq Listing Rule 5450(b)(2)(A) (the "MVLS Requirement") for continued listing on the Nasdaq Global Market based on Nasdaq's review of the market value of the Company's listed securities for the previous 30 consecutive business days. In addition, on April 17, 2026, the Company received a letter from the Staff notifying the Company that the Company no longer meets Nasdaq's $15 million minimum market value of publicly held shares requirement under Nasdaq Listing Rule 5450(b)(2&3)(C) (the "MVPHS Requirement", and together with the MVLS Requirement, the "Requirements") based on Nasdaq's review of the market value of the Company's publicly held shares for the previous 30 consecutive business days. The notifications have no immediate effect on the Company's listing or trading on the Nasdaq Global Market.

Nasdaq has provided the Company a period of 180 calendar days to regain compliance with each Requirement, or until October 13, 2026 for the MVLS Requirement (the "MVLS Compliance Date") and October 14, 2026 for the MVPHS Requirement (the "MVPHS Compliance Date" and, together with the MVLS Compliance Date, the "Compliance Dates"). If, at any time before the applicable Compliance Date, the Company's market value of listed securities closes at $50 million or more or the Company's market value of publicly held shares closes at $15 million 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 applicable Requirement.

The Company intends to actively monitor the market value of its listed securities and publicly held shares. The Company may evaluate and consider available options for regaining compliance with the Requirements, as well as applying for a transfer to The Nasdaq Capital Market. However, there can be no assurance that the Company will take any specific action or be able to regain compliance with either Requirement or otherwise maintain compliance with Nasdaq listing rules.