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 February 19, 2026, Tevogen Bio Holdings Inc. (the “Company”) held a special meeting of its stockholders (the “Special 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 Bio Holdings 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”). The stockholders also approved the Reverse Stock Split Proposal (as defined below). Upon effectiveness of any such reverse stock split, the number of shares of Common Stock reserved for issuance under the 2024 Plan, including those added by the Plan Amendment, and the number of shares of Common Stock subject to outstanding awards under the 2024 Plan will be adjusted in proportion to the ratio of the reverse stock split.
A description of the Plan Amendment is set forth on pages 4 through 13 of the Definitive Proxy Statement on Schedule 14A for the Special Meeting filed with the Securities and Exchange Commission on January 26, 2026 (the “Proxy Statement”), and such description is incorporated by reference herein. The description is qualified by reference to the full text of the Plan Amendment, which is attached as Exhibit 10.1 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.
At the Special Meeting, the Company’s stockholders voted on the following proposals, as described in the Proxy Statement: (1) approval of the Plan Amendment (the “2024 Plan Amendment Proposal”); and (2) approval of an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the shares of Common Stock that are issued and outstanding at a ratio between 1:25 and 1:85, with an exact ratio and to be effected at such time, if at all, as determined by the Board in its sole discretion (the “Reverse Stock Split Proposal” and together with the 2024 Plan Amendment Proposal, the “Proposals”).
The Company had 201,522,282 shares of Common Stock issued and outstanding at the close of business on January 21, 2026, the record date for eligibility to vote at the Special Meeting, and there were present at the Special Meeting (in person virtually or represented by valid proxy) a total of 182,412,517 shares of Common Stock.
The stockholders approved each of the Proposals at the Special Meeting. The stockholders voted in the following manner with respect to the Proposals:
Proposal No. 1 - 2024 Plan Amendment Proposal
| For | Against | Abstentions | Broker Non-Votes | ||||
| 147,777,455 | 4,690,283 | 12,034 | 29,932,745 |
Proposal No. 2 - Reverse Stock Split Proposal
| For | Against | Abstentions | Broker Non-Votes | ||||
| 176,344,447 | 6,042,353 | 25,717 | - |
| 2 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description | |
| 10.1 | Amendment No. 1 to the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan | |
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 3 |
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: February 25, 2026 | By: | /s/ Ryan Saadi |
| Name: | Ryan Saadi | |
| Title: | Chief Executive Officer | |
| 4 |
Exhibit 10.1
AMENDMENT TO
TEVOGEN BIO HOLDINGS INC. 2024 OMNIBUS INCENTIVE PLAN
THIS AMENDMENT NO. 1 (this “Amendment”) to the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan (the “Plan”), which increases the number of shares available for issuance under the Plan by one hundred million (100,000,000) shares, was adopted by the Board of Directors (the “Board”) of Tevogen Bio Holdings Inc. (the “Company”) on January 15, 2026, and is effective as of February 19, 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) 140,000,000 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 January 15, 2026, and approval of the Amendment by the stockholders on February 19, 2026, the Company has caused its authorized officer to execute this Amendment to the Plan.
| TEVOGEN BIO HOLDINGS INC. | ||
| By: | /s/ Kirti Desai | |
| Name: | Kirti Desai | |
| Title: | Chief Financial Officer | |
| Date: | February 19, 2026 | |