Form 8-K

8-K — Tevogen Inc.

Accession: 0001493152-26-040216

Filed: 2026-08-26

Period: 2026-08-24

CIK: 0001860871

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-10.1 (ex10-1.htm)

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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): August 24, 2026

Tevogen

Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-41002

98-1597194

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

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

Common

Stock, par value $0.0001 per share

TVGN

The

Nasdaq Stock Market LLC

Warrants,

for $575 per share of Common Stock

TVGNW

The

Nasdaq 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.

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”).

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.

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.

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

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

EX-3.1

Filename: ex3-1.htm · Sequence: 2

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.

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

EX-10.1

Filename: ex10-1.htm · Sequence: 3

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.”

* *

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

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