Filing Analysis
Tevogen Bio Holdings Inc. received deficiency notices from Nasdaq on April 16 and 17, 2026, for failing to meet the $50 million minimum market value of listed securities and the $15 million minimum market value of publicly held shares. The company has 180 calendar days to regain compliance with these requirements to avoid delisting from the Nasdaq Global Market.
Red Flags
- Simultaneous failure of two distinct Nasdaq listing requirements.
- Market value of publicly held shares has dropped below the $15 million threshold.
- Total market value of listed securities has dropped below the $50 million threshold.
Key Facts
- Received Nasdaq notice on April 16, 2026, for failing to meet the $50 million MVLS Requirement (Rule 5450(b)(2)(A)).
- Received Nasdaq notice on April 17, 2026, for failing to meet the $15 million MVPHS Requirement (Rule 5450(b)(2&3)(C)).
- The company has until October 13, 2026, and October 14, 2026, respectively, to regain compliance.
- Compliance requires the market value to close at or above the thresholds for a minimum of 10 consecutive business days.
- The company is considering a transfer to The Nasdaq Capital Market as a potential remedy.
Tevogen Bio Holdings Inc. has regained compliance with Nasdaq's minimum bid price requirement as of March 20, 2026. This was achieved following the implementation of a significant 1-for-50 reverse stock split effective March 6, 2026.
Red Flags
- Implementation of a massive 1-for-50 reverse stock split, typically indicative of severe share price distress.
- Previous non-compliance with Nasdaq's $1.00 minimum bid price requirement.
Key Facts
- Received written notice from Nasdaq on March 20, 2026, confirming compliance with Rule 5450(a)(1).
- Compliance was achieved after a 1-for-50 reverse stock split of the Company’s common stock.
- The reverse split became effective on March 6, 2026.
- The Nasdaq listing matter is now considered closed.
Tevogen Bio Holdings Inc. has announced a 1-for-50 reverse stock split of its common stock, effective March 6, 2026. The split aims to consolidate the 202,416,556 shares outstanding into approximately 4,048,331 shares to meet Nasdaq requirements.
Red Flags
- High reverse split ratio (1-for-50) typically indicates a severely depressed share price and potential delisting risk.
- Authorized shares were not reduced in proportion to the split, creating massive potential for future dilution (800M authorized vs ~4M post-split outstanding).
Key Facts
- Reverse stock split ratio is 1-for-50.
- Effective date is March 6, 2026, with post-split trading beginning at market open.
- Total issued and outstanding shares will decrease from 202,416,556 to approximately 4,048,331.
- Authorized shares remain unchanged at 800,000,000.
- Fractional shares will be settled in cash based on the closing price the day before the effective date.
- New CUSIP number for common stock is 88165K200.
- Warrant exercise prices will be multiplied by 50 and the number of shares underlying them divided by 50.
Tevogen Bio Holdings stockholders approved a significant reverse stock split with a ratio between 1:25 and 1:85 and a massive 100 million share increase to the company's 2024 Omnibus Incentive Plan.
Red Flags
- Reverse stock split proposal (1:25 to 1:85 ratio) is a common defensive measure for companies facing delisting or low share prices.
- Massive potential dilution from the 100,000,000 share increase to the incentive plan relative to the existing 201.5M share base.
Key Facts
- Stockholders approved a reverse stock split at a ratio between 1:25 and 1:85, with the final ratio to be determined by the Board.
- The 2024 Omnibus Incentive Plan was amended to increase the number of shares available for issuance by 100,000,000 shares.
- As of January 21, 2026, the company had 201,522,282 shares of Common Stock issued and outstanding.
- The 100 million share increase to the incentive plan represents approximately 49.6% of the current total shares outstanding.
- The Special Meeting of stockholders was held on February 19, 2026.