Tevogen Bio Holdings Inc

This management proposal requests shareholder approval to amend Section 4.1 of the Company’s 2024 Omnibus Incentive Plan to increase the shares reserved for issuance by 100 million, from 58,951,432 to 158,951,432 (which, if approved, would be reflected as an Initial Share Limit of 140,000,000 shares plus annual increases). Management frames the amendment as necessary to recruit, retain, and motivate employees, directors, and consultants by enabling grants of restricted stock, RSUs, options, and other awards; it emphasizes long‑term equity incentives as a mechanism to align executive compensation with stockholder value creation. The Board explains that equity awards also provide voting alignment through restricted stock and that the amendment would preserve the Committee’s existing plan administration, anti‑repricing protections, clawback and forfeiture provisions, and limitations on liberal share recycling. The filing notes that, as of the record date, directors and officers beneficially owned a majority of voting shares (70.51%), which is relevant to dilution and control considerations. If the reverse stock split is implemented, the reserved share amount would be adjusted proportionately by the split ratio; the amendment itself is not contingent on approval of the reverse split. Vote mechanics are described: a majority of shares present and entitled to vote is required, with abstentions and broker non‑votes counted as against. The Board unanimously recommends a vote FOR, arguing the increment is essential for continuity of operations and long‑term compensation strategy. Key governance protections remain in the plan (e.g., no repricing without shareholder approval), but investors should weigh potential dilution from a 100 million share increase against the Company’s hiring and retention needs and recent equity grants to insiders.

This management proposal asks shareholders to approve an amendment to the Company’s certificate of incorporation authorizing the Board to effect, at its discretion, a reverse stock split of outstanding common stock at any ratio between 1‑for‑25 and 1‑for‑85, with the exact ratio and timing left to the Board. The Board’s stated purpose is to address a Nasdaq deficiency (average closing bid below $1.00 over 30 consecutive trading days) and thereby reduce the risk of delisting by increasing the per‑share trading price; the Board emphasizes that the approval gives it flexibility to select an appropriate ratio or to abandon the split if conditions change. The filing highlights potential benefits—improved marketability, broader investor appeal, and potential to regain Nasdaq compliance—but also thoroughly discloses risks, including the possibility that total market capitalization may decline, liquidity could be reduced, odd‑lot issues and higher transaction costs could arise, and the split may be viewed negatively by investors. The proposal would not change authorized shares or par value but would increase the pool of unissued authorized shares relative to outstanding shares, potentially easing future issuances and raising takeover/anti‑dilution considerations. Mechanics (treatment of fractional shares for cash, adjustment of RSUs, warrants, and preferred conversions) and tax consequences are described; the Board would implement the split by filing the certificate amendment if it elects to proceed. Approval standard is that votes cast FOR must exceed votes cast AGAINST; brokers have discretionary voting authority on this routine listing‑related item. The Board recommends a vote FOR, citing Nasdaq compliance and liquidity objectives, but notes no assurance the split will achieve its goals; investors should weigh the compliance rationale against dilution and liquidity tradeoffs and the Board’s retained discretion to select the ratio.