TVGN 8-K
Tevogen Inc. (TVGN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 24, 2026, Tevogen Inc. (the “Company”) held an annual meeting of its stockholders (the “Annual Meeting”). As noted in Item 5.07 below, upon recommendation of the Board of Directors of the Company (the “Board”), the Company’s stockholders approved an amendment to the Tevogen Inc. 2024 Omnibus Incentive Plan (the “2024 Plan”) to increase the number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), available for issuance thereunder by 100,000,000 (the “Plan Amendment”).
A description of the Plan and the Plan Amendment is set forth on pages 19 through 28 of the Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission on August 3, 2026 (the “Proxy Statement”), and is incorporated by reference herein. The description of the Plan Amendment is qualified by reference to the full text thereof, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 26, 2026, upon the recommendation of the Board and approval by the Company’s stockholders at the Annual Meeting, the Company filed a Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to permit the Company’s stockholders to act by written consent in lieu of a meeting, effective immediately upon filing with the with the Secretary of State of the State of Delaware. The Certificate of Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As of July 23, 2026, the date of record for determining the stockholders entitled to vote on the proposals presented at the Annual Meeting, there were 6,416,540 shares of the Company’s Common Stock, issued and outstanding and entitled to vote at the Annual Meeting. The holders of 5,956,141 shares of issued and outstanding Common Stock were represented in person or by proxy at the Annual Meeting, constituting a quorum. The vote results detailed below represent final results as certified by the inspector of elections.
Proposal No. 1 - Election of Directors.
The Company’s stockholders elected to the Board of Directors of the Company the following persons to serve as Class II directors for a term of three years each and until their respective successors are duly elected and qualified or until their earlier death, disqualification, resignation, or removal:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||
| Dr. Keow Lin Goh | 5,397,703 | 22,265 | 2,653 | 533,520 | ||||
| Victor Sordillo | 5,395,249 | 24,751 | 2,621 | 533,520 |
Proposal No. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm.
The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 5,939,035 | 14,666 | 2,440 | 0 |
Proposal No. 3 - 2024 Plan Amendment Proposal
The Company’s stockholders approved the Plan Amendment. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 5,322,668 | 98,744 | 1,209 | 533,520 |
Proposal No. 4 - Amendment to the Charter Proposal
The Company’s stockholders approved the amendment to the Company’s Certificate of Incorporation of the Company to permit stockholders to act by written consent in lieu of a meeting. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 5,382,051 | 38,005 | 2,565 | 533,520 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description | |
| 3.1 | Certificate of Amendment to the Certificate of Incorporation of Tevogen Inc. | |
| 10.1 | Amendment No. 2 to the Tevogen Inc. 2024 Omnibus Incentive Plan | |
| 104.1 | 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 Bio Holdings Inc. | ||
| Date: August 26, 2026 | By: | /s/ Ryan Saadi |
| Name: | Ryan Saadi | |
| Title: | Chief Executive Officer | |
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
TEVOGEN INC.
Tevogen Inc. (the “Corporation”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:
FIRST: That the Board of Directors of the Corporation has duly adopted resolutions authorizing the Corporation to execute and file with the Secretary of State of the State of Delaware this Certificate of Amendment to the Certificate of Incorporation (this “Amendment”) to permit stockholder action by written consent.
SECOND: That this Amendment was duly adopted in accordance with the terms of the Corporation’s Certificate of Incorporation and the provisions of the DGCL by the Board of Directors and stockholders of the Corporation.
THIRD: That upon the effectiveness of this Amendment, the Corporation’s Certificate of Incorporation is hereby amended such that Section 7.01 of ARTICLE VII is amended and restated in its entirety to read as set forth below, with no changes to be made to the subsequent sections of ARTICLE VII:
Section 7.01 Stockholder Action by Written Consent. Any action required or permitted to be taken by the stockholders of the Corporation may be taken by written consent in lieu of a meeting in accordance with Section 228 of the Delaware General Corporation Law, this Certificate of Incorporation and the Bylaws of the Corporation.
FOURTH: This Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation to be executed by Ryan Saadi, its Chief Executive Officer, this 25th day of August, 2026.
| TEVOGEN INC. | ||
| By: | /s/ Ryan Saadi | |
| Name: | Ryan Saadi | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
AMENDMENT NO.2 TO
TEVOGEN INC. 2024 OMNIBUS INCENTIVE PLAN
THIS AMENDMENT NO. 2 (this “Amendment”) to the Tevogen Inc. 2024 Omnibus Incentive Plan (the “Plan”), which increases the number of shares available for issuance under the Plan by 100,000,000 shares, was adopted by the Board of Directors (the “Board”) of Tevogen Inc. (the “Company”) on July 13, 2026, and is effective as of August 24, 2026, the date upon which the Amendment received approval of the stockholders of the Company.
The Plan is hereby amended by deleting Section 4.1 and replacing it in its entirety as follows:
“4.1. Number of Shares Available for Awards.
Subject to such additional shares of Stock as shall be available for issuance under the Plan pursuant to Section 4.2 and Section 4.3(c), and subject to adjustment pursuant to Article 16, the maximum number of shares of Stock reserved for issuance under the Plan shall be equal to the sum of (a) 102,800,000 shares of Stock (the “Initial Share Limit”) plus (b) an annual increase as of the first business day of each calendar year, for a period of not more than ten (10) years and starting with the 2025 calendar year, in an amount equal to the lesser of (i) a number of shares of Stock equal to 5.0% of the total number of shares of Stock outstanding as of the last day of the immediately preceding calendar year, or (ii) such lesser number of shares of Stock as determined by the Committee (collectively, the “Share Limit”). Such shares of Stock may be authorized and unissued shares of Stock, treasury shares of Stock, or any combination of the foregoing, as may be determined from time to time by the Board or by the Committee. Any of the shares of Stock reserved and available for issuance under the Plan may be used for any type of Award under the Plan, and a number of shares of Stock up to the Initial Share Limit shall be available for issuance pursuant to Incentive Stock Options.”
* * *
To record adoption of the Amendment of the Plan by the Board as of July 13, 2026, and approval of the Amendment by the stockholders on August 24, 2026, the Company has caused its authorized officer to execute this Amendment to the Plan.
| TEVOGEN INC. | ||
| By: | /s/ Kirti Desai | |
| Name: | Kirti Desai | |
| Title: | Chief Financial Officer | |
| Date: | August 24, 2026 | |