UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 19, 2026
Tevogen Bio Holdings Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-41002 | 98-1597194 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 15 Independence Boulevard, Suite #210 | ||
| Warren, New Jersey | 07059 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (877) 838-6436
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 | - |
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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) |
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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 | |
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