Form 8-K

8-K — Tevogen Inc.

Accession: 0001493152-26-042952

Filed: 2026-09-16

Period: 2026-09-14

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: Financial Statements and Exhibits

Documents

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2026-09-14

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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): September 14, 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,

exercisable for $575.00 per share

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 ☒

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.

Restricted

Stock Awards

September 14, 2026 (the “Grant Date”), Tevogen Inc. (the “Company”) granted the Company’s executive officers

restricted stock awards (the “RSAs”) under the Tevogen Inc. 2024 Omnibus Incentive Plan (the “Plan”), in each

case consisting of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), subject to terms

and restrictions set forth in an RSA agreement with the executive officer (“Restricted Shares” and each such agreement, an

“RSA Agreement”), as follows:

●

Ryan

Saadi, Chief Executive Officer and Chairperson of the Company’s Board of Directors (the “Board”), was granted 8,000,000

Restricted Shares; and

●

Kirti

Desai, Chief Financial Officer, was granted 750,000 Restricted Shares.

Vesting

of the Restricted Shares is subject to the

Board’s certification of the Company’s achievement of $1.0 billion in aggregate revenue by September 30, 2031 (the “Revenue

Threshold”), and the Restricted Shares may not be sold, transferred by gift, pledged, hypothecated, or otherwise transferred

or disposed of prior to vesting. Each grantee will have the right to vote the Restricted Shares prior to vesting. As of immediately following

the grant on September 14, 2026, Dr. Saadi directly or indirectly owned 74.4% and Mr. Desai directly owned 6.3% of the 15,736,540 shares

of outstanding Common Stock.

Background

The

RSAs are intended to align Dr. Saadi’s and Mr. Desai’s realized compensation with the Company’s growth and success

by making vesting contingent on achievement of the Revenue Threshold. The Board believes that the executives’ continued

leadership is instrumental to the Company’s progress and that retaining and incentivizing Dr. Saadi and Mr. Desai through

equity grants and providing each of them a continued important say in the Company’s future through the voting rights incident to

the Restricted Shares is in the best interests of the Company and its stockholders. The achievement of the Revenue Threshold is intended

to be a challenging milestone that would require significant effort and value creation for the benefit of all stockholders before any

economic value from the RSAs can be realized by the executives.

Forfeiture

The

Restricted Shares are subject to forfeiture upon the occurrence of any of the following events:

●

Failure

to Meet Performance Threshold: If the Revenue Threshold is not achieved by the end of the Performance Period.

●

Termination

of Service: In the event the grantee’s Service terminates for any reason prior to vesting.

●

Transfer:

Any attempted transfer of the Restricted Shares prior to vesting (which transfer will be null and void).

●

Change

in Control: Upon the occurrence of a Change in Control (as defined in the Plan) in which the Restricted Shares are not assumed

or continued, in which case all Restricted Shares that have not vested as of immediately prior to the consummation of such

Change in Control will be immediately and automatically forfeited without consideration.

●

Conduct

Detrimental to the Company: If the Company determines that the grantee engaged in Conduct Detrimental to the Company during

the grantee’s Service or during the 12-month period following termination, (i) the grantee will immediately and automatically

forfeit all unvested Restricted Shares, and (ii) if the grantee has vested in any Shares during the 12-month period prior to the

grantee’s actions, the grantee will owe the Company a cash payment (or forfeiture of shares of Common Stock) in an amount determined

as follows: (a) for any shares of Common Stock (“Shares”) that the grantee has sold prior to receiving notice from the

Company, the amount will be the proceeds received from any and all sales of those Shares, and (b) for any Shares that the grantee

still owns, the amount will be the number of Shares owned times the Fair Market Value of the Shares on the date the grantee receives

such notice. “Conduct Detrimental to the Company” is when the grantee: (i) engages in serious misconduct, whether or

not discovered by the Company prior to the termination of Service, (ii) breaches obligations to the Company or an Affiliate under

any written agreements, or (iii) engages in certain competitive activities, including performance of service for a direct competitor,

or breaches certain non-solicitation obligations without the Company’s advance, express, written consent.

The

foregoing description of the RSA Agreements is qualified by reference to the full text of the RSA Agreements, a form of which is filed

as Exhibit 10.1 hereto and incorporated herein by reference. Capitalized terms used but not otherwise defined in this Form 8-K have the

meanings assigned to them in the RSA Agreements.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Description

10.1

Form of Restricted Stock Award Agreement, dated September 14, 2026, under Tevogen Inc. 2024 Omnibus Incentive Plan

104

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

Inc.

Date:

September 16, 2026

By:

/s/

Ryan Saadi

Name:

Ryan

Saadi

Title:

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

TEVOGEN

INC.

2024

OMNIBUS INCENTIVE PLAN

FORM

OF RESTRICTED Stock Award Agreement

COVER

SHEET

Tevogen

Inc., a Delaware corporation (the “Company”), hereby grants shares of the Company’s common stock, par value

$0.0001 per share (the “Stock”), to the Grantee named below, subject to the vesting conditions set forth below (such

grant, the “Award”). Additional terms and conditions of the Award are set forth on this cover sheet and in the attached

Restricted Stock Award Agreement (together, the “Agreement”) and in the Tevogen Inc. 2024 Omnibus Incentive Plan (as

it has been or may be amended and/or restated from time to time, the “Plan”).

Grant

Date:

Name

of Grantee:

Number

of Shares of Stock Covered by the Award (the “Shares”):

Vesting

Commencement Date:

Vesting

Schedule:

full upon written Committee certification no later than the due date of the Company’s periodic report for the quarterly period

ending September 30, 2031 that the Company has had $1 billion in aggregate revenue (the “Revenue Threshold”) from

the Grant Date through September 30, 2031 (the “Performance Period”), as determined by the Committee based on

the Company’s audited financial statements or quarterly financial reports filed with the Securities and Exchange Commission

your electronic acknowledgement of this Agreement, you agree to all of the terms and conditions described in the Agreement and in the

Plan (a copy of which has been made available to you and will be provided on request). You acknowledge that you have carefully reviewed

the Plan and agree that the Plan shall control in the event any provision of this Agreement should appear to be inconsistent with the

Plan. You must accept your award no later than 5 pm Eastern Time, 30 days after the Grant Date or your entire award will be cancelled.

Grantee:

Date:

(Signature)

Company:

Date:

(Signature)

Name:

Title:

Attachment

This

is not a stock certificate or a negotiable instrument.

Tevogen

Inc.

2024 OMNIBUS INCENTIVE PLAN

FORM

OF RESTRICTED Stock Award Agreement

Restricted

Stock

This

Agreement evidences an award of Shares in the number set forth on the cover sheet and subject to the terms and conditions set forth

in the Agreement and the Plan.

Vesting

Your

Shares shall vest in accordance with the vesting schedule set forth on the cover sheet of

this Agreement, so long as you continue in Service on the vesting date. For purposes of this

Agreement, the term “vest” shall mean, with respect to any Shares, that

such Shares are no longer subject to forfeiture to the Company. Shares that have not vested

are deemed “Restricted Shares.” If the Committee has not certified achievement

of the Revenue Threshold on or before the last day of the Performance Period, all Restricted

Shares shall be immediately and automatically forfeited to the Company as of the end of the

last day of the Performance Period, without payment of any consideration.

Upon

vesting, any resulting fractional Shares will be rounded to the nearest whole Share and shall be rounded up or down as necessary

as of the vesting date; provided, in all cases, you cannot vest in more than the number of Shares in your Award, as set forth on

the cover sheet of this Agreement.

Leaves

of Absence

For

purposes of this Agreement, your Service does not terminate when you go on a bona fide

leave of absence that was approved by your employer in writing if the terms of the leave

provide for continued Service crediting, or when continued Service crediting is required

by Applicable Laws. Your Service terminates in any event when the approved leave ends unless

you immediately return to active employee work.

Your

employer may determine, in its discretion, which leaves count for this purpose and when your Service terminates for all purposes

under the Plan in accordance with the provisions of the Plan. Notwithstanding the foregoing, the Company may determine, in its discretion,

that a leave counts for this purpose even if your employer does not agree.

Transfer

Restrictions

Restricted

Shares may not be sold, transferred by gift, pledged, hypothecated or otherwise transferred or disposed of prior to the date when

the Shares become vested. Any attempt to transfer Restricted Shares in violation of this Agreement will be null and void and will

be disregarded, and you will forfeit the Shares granted pursuant to this Award.

Forfeiture

of Restricted Shares

You

will immediately and automatically forfeit to the Company all of your Restricted Shares in the event your Service terminates for

any reason. In addition, all Restricted Shares that have not vested as of the expiration of the Performance Period shall be immediately

and automatically forfeited to the Company without payment of any consideration.

Forfeiture

of Rights

You

understand and agree that if the Company, acting through the Committee, determines that you

engaged in Conduct Detrimental to the Company during your Service or during the twelve (12)-month

period following the termination of your Service, (i) your Restricted Shares shall immediately

and automatically expire; and (ii) if you have vested in any Shares during the twelve (12)-month

period prior to your actions, you will owe the Company a cash payment (or forfeiture of shares

of Stock) in an amount determined as follows: (a) for any Shares that you have sold prior

to receiving notice of the foregoing determination from the Company, the amount will be the

proceeds received from any and all sales of those Shares, and (b) for any Shares that you

still own, the amount will be the number of Shares owned times the Fair Market Value of the

Shares on the date you receive such notice from the Company (provided, that the Company may

require you to satisfy your payment obligations hereunder either by forfeiting and returning

to the Company the Shares or any other shares of Stock or making a cash payment or a combination

of these methods as determined by the Company in its sole discretion). You understand and

agree that the forfeiture and/or repayment under this Agreement is separate from and does

not preclude the Company from seeking relief based on your conduct that constitutes Conduct

Detrimental to the Company.

For

purposes of this provision, “Conduct Detrimental to the Company” means:

(i)

You

engage in serious misconduct, whether or not such serious misconduct is discovered by the Company prior to the termination of your

Service;

(ii)

You

breach your obligations to the Company or an Affiliate under any of your written agreements with the Company or an Affiliate; or

(iii)

You

engage in Conflicting Activities (as defined below).

For

purposes of this Agreement, “Conflicting Activities” means, without advance,

express, written consent of the Company:

(a)

You

work or perform services (including contract, consulting, or advisory services) for a Direct Competitor in any geographic area where

the Company or an Affiliate materially conducts business, if your services are similar in any material way to the services you performed

for the Company or an Affiliate in the twelve (12) months preceding the termination of your Service;

(b)

Except

for communications made on behalf of the Company or an Affiliate in the scope of your Service, you advise, assist, attempt to influence

or otherwise induce or persuade (or assist any other person in advertising, attempting to influence or otherwise induce or persuade)

any person employed by the Company or an Affiliate to end such employment with the Company or an Affiliate; or

(c)

You

solicit, divert, take away, or attempt to solicit, divert or take away, directly or by assistance of others, any business from the

Company’s clients or customers, including actively sought clients or customers, with whom you have or have had material contact

during your Service for purposes of providing products or services that are competitive with those provided by the Company.

For

purposes of this Agreement, the term “Direct Competitor” means any entity

or other business concern that offers or plans to offer products or services that are materially

competitive with any of the position, navigation, and/or timing products or services being

manufactured, offered, marketed, or actively developed by the Company as of the date your

Service ends.

You

understand and agree that neither this provision nor any other provision of this Agreement prohibits you from engaging in Conflicting

Activities but only requires the forfeiture and/or repayment as set forth herein if you engage in Conflicting Activities. If you

desire to engage in Conflicting Activities, you agree to seek written consent from the Company prior to engaging in the Conflicting

Activities. If you enter into any business, employment, or service relationship during your Service or within the twelve (12) months

following the termination of your Service, you agree to provide the Company sufficient information regarding the relationship to

enable the Company to determine whether that relationship constitutes Conflicting Activities. You agree to provide such information

within five (5) business days after entering into the business, employment, or service relationship.

Evidence

of Issuance

The

issuance of the Shares shall be evidenced in such a manner as the Company, in its discretion, deems appropriate, including, without

limitation, by (i) book-entry registration or (ii) issuance of one or more share certificates. Any such registration or certificates

shall be notated to evidence the restrictions imposed on such Shares under the Plan and this Agreement. As your Award vests, the

recordation of the number of Restricted Shares attributable to you will be appropriately modified if necessary. Each issuance of

shares will be accompanied by a duly executed Assignment Separate from Certificate in the form attached as Exhibit A to this

Agreement. To the extent stock certificates are issued with regard to Restricted Shares, such stock certificates will be held in

escrow with the Secretary of the Company while the Restricted Shares remain unvested.

Legends

and to the extent that the Restricted Shares are represented by share certificates rather

than book entry, all share certificates representing the Shares issued under this grant shall,

where applicable, have endorsed thereon the following legends:

“THE

SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING, FORFEITURE, AND OTHER RESTRICTIONS ON TRANSFER SET FORTH IN

AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON

FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER

OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.”

the extent the Shares are represented by a book entry, such book entry will contain an appropriate legend or restriction similar

to the foregoing.

Withholding

You

agree as a condition of this Agreement that you (or your estate, as applicable) will make

acceptable arrangements to pay any withholding or other taxes that may be due relating to

the Award. In the event that the Company or any Affiliate determines that any federal, state,

local, or foreign tax or withholding payment is required relating to the Award, the Company

or any Affiliate shall have the right, in the Committee’s discretion, to (i) require

you to tender a cash payment, (ii) deduct the tax or withholding payment from payments of

any kind otherwise due to you, (iii) permit or require you to enter into a “same day

sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory

Authority (a “FINRA Dealer”), whereby you irrevocably elect to sell a

portion of the Shares as they become vested satisfy withholding obligations and whereby the

FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the withholding

obligations directly to the Company or any Affiliate, or (iv) withhold from the Shares otherwise

issuable under this Agreement the whole number of Shares sufficient to meet such obligations,

provided that, to the extent required to avoid adverse accounting consequences to the Company,

the Shares so withheld will have an aggregate Fair Market Value not exceeding the minimum

amount of tax required to be withheld by Applicable Laws.

You

agree that the Company or any Affiliate shall be entitled to use whatever method it may deem appropriate to recover such taxes. You

further agree that the Company or any Affiliate may, as it reasonably considers necessary, amend or vary this Agreement to facilitate

such recovery of taxes.

Section

83(b) Election

Under

Section 83 of the Code, the difference between the purchase price paid for the Restricted

Shares and their Fair Market Value on the date any forfeiture restrictions applicable to

such shares lapse will be reportable as ordinary income at that time. For this purpose, “forfeiture

restrictions” include the forfeiture as to unvested Restricted Shares described above.

You may elect to be taxed at the time the Restricted Shares are granted, rather than when

such shares cease to be subject to such forfeiture restrictions, by filing an election under

Section 83(b) of the Code with the Internal Revenue Service within thirty (30) days after

the Grant Date on the Cover Sheet accompanying this Agreement. If you are eligible to file

an election and elect to do so, you will have to make a tax payment to the extent the purchase

price is less than the Fair Market Value of the shares on the Grant Date. No tax payment

will have to be made to the extent the purchase price is at least equal to the Fair Market

Value of the shares on the Grant Date. Failure to make this filing within the applicable

thirty (30)-day period will result in the recognition of ordinary income by you (in the event

the Fair Market Value of the shares as of the vesting date exceeds the purchase price) as

the forfeiture restrictions lapse.

YOU

ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b),

EVEN IF YOU REQUEST THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON YOUR BEHALF. YOU ARE RELYING SOLELY ON YOUR OWN ADVISORS

WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE ANY CODE SECTION 83(b) ELECTION.

Trading

Restrictions

the event that (i) any Restricted Shares vest on a date (the “Original Vesting Date”) that does not occur: (A)

during an open “window period” applicable to you, as determined by the Company in accordance with the Company’s

then-effective policy on trading in Company securities (the “Policy”); (B) on a date on which you are permitted

to sell shares of Stock pursuant to a written plan that meets the requirements of Rule 10b5-1 under the Exchange Act, as determined

by the Company in accordance with the Policy; or (C) on a date when you are otherwise permitted to sell shares of Stock on the open

market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding Shares from the Shares otherwise

deliverable, withholding from other compensation otherwise payable to you by the Company or its Affiliates, or by permitting you

to pay your withholding taxes in cash, then such Shares will not be delivered on such Original Vesting Date and will instead be delivered

as of the earlier of (1) the first date you are not subject to any such policy or restriction and (2) the later of (I) the last day

of the calendar year in which such distribution would otherwise have been made, and (II) a date that is immediately prior to the

expiration of two and one-half months following the date such distribution would otherwise have been made hereunder.

Stockholder

Rights

You

will have the right to vote your Shares and the right to receive dividend payments or distributions declared or paid with respect

to your Shares. To the extent any cash dividend payments are paid on Restricted Shares, such payments shall only be made or paid

upon the satisfaction of vesting conditions and restrictions applicable to the Shares under this Agreement. All stock dividend payments

or distributions, if any, that you receive with respect to the Restricted Shares as a result of any stock split, stock dividend,

combination of stock, or other similar transaction shall be subject to the same vesting conditions and restrictions as applicable

to such underlying Restricted Shares. You may at any time obtain a copy of the prospectus related to your Award pursuant to this

Agreement by accessing the prospectus at http://tevogen.sharepoint.com. Additionally, you may receive a paper copy of the prospectus

free of charge from the Company by contacting Kirti Desai, Tevogen Inc., 15 Independence Boulevard, Suite #210, Warren, NJ 07059,

(877) 838-6436, kirti.desai@tevogen.com.

Right to Continued Employment or Other Service

This

Agreement and the Award evidenced by this Agreement do not give you the right to expectation of employment or other Service by, or

to continue in the employment or other Service of, the Company or any Affiliate. Unless otherwise specified in a written employment

or other written compensatory agreement between you and the Company or an Affiliate, the Company or any Affiliate, as applicable,

reserves the right to terminate your employment or other Service relationship with the Company or an Affiliate at any time and for

any reason.

Corporate

Activity

Your

Shares shall be subject to the terms of any applicable agreement of merger, liquidation, or reorganization in the event the Company

is subject to such corporate activity, consistent with Section 16 of the Plan; provided, however, that, notwithstanding anything

to the contrary in the Plan, upon the occurrence of a Change in Control in which the Restricted Shares are not assumed or continued,

Section 16.3 of the Plan shall not apply and all Restricted Shares that have not vested as of immediately prior to the consummation

of such Change in Control shall then be immediately and automatically forfeited to the Company without consideration.

Clawback

The

Shares are subject to mandatory repayment by you to the Company in the circumstances specified in the Plan, including to the extent

you are or in the future become subject to any Company “clawback” or recoupment policy or Applicable Laws that requires

the repayment by you to the Company of compensation paid by the Company to you.

Governing

Law & Venue

You

understand and agree that the Company is a Delaware corporation and that your Shares may

be part of a contemporaneous grant of many similar awards to individuals located in numerous

jurisdictions. You agree that this Agreement and the Plan shall be governed by, and construed

and interpreted in accordance with, the laws of the State of Delaware, United States of America,

other than any conflicts or choice of law rule or principle that might otherwise refer construction

or interpretation of this Agreement to the substantive law of any other jurisdiction.

Each

party hereby expressly consents to the exercise of jurisdiction by such courts and hereby irrevocably and unconditionally waives,

to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to such laying of venue

(including the defense of inconvenient forum).

Compliance

with Foreign Exchange Laws

Local

foreign exchange laws may affect your Award or the vesting of your Restricted Shares. You are responsible for obtaining any exchange

control approval that may be required in connection with such events. Neither the Company nor any of its Affiliates will be responsible

for obtaining such approvals or liable for the failure on your part to obtain or abide by such approvals. This statement does not

constitute legal or tax advice upon which you should rely. You should consult with your personal legal and tax advisers to ensure

your compliance with local laws. You agree to comply with all Applicable Laws and pay any and all applicable taxes associated with

the grant or vesting of the Restricted Shares.

The

Plan

The

text of the Plan is incorporated into this Agreement by reference.

Certain

capitalized terms used in this Agreement are defined in the Plan and have the meaning set forth in the Plan.

This

Agreement and the Plan constitute the entire understanding between you and the Company regarding the Award. Any prior agreements,

commitments, or negotiations concerning the Award are superseded, except that any written employment, consulting, confidentiality,

non-competition, non-solicitation, and/or severance agreement between you and the Company or an Affiliate, as applicable, shall supersede

this Agreement with respect to its subject matter.

Data

Privacy

a condition of the grant of the Shares, you consent to the collection, use, and transfer of personal data as described in this paragraph.

You understand that the Company and its Affiliates hold certain personal information about you, including your name, home address

and telephone number, date of birth, social security number or equivalent, salary, nationality, job title, ownership interests or

directorships held in the Company or its Affiliates, and details of all equity awards or other entitlements to shares of Stock awarded,

cancelled, exercised, vested or unvested (“Data”). You further understand that the Company and its Affiliates

will transfer Data amongst themselves as necessary for the purposes of implementation, administration, and management of your participation

in the Plan, and that the Company and any of its Affiliates may each further transfer Data to any third parties assisting the Company

in the implementation, administration, and management of the Plan. You understand that these recipients may be located in the European

Economic Area or elsewhere, such as the United States. You authorize them to receive, possess, use, retain, and transfer such Data

as may be required for the administration of the Plan or the holding of shares of Stock on your behalf, in electronic or other form,

for the purposes of implementing, administering, and managing your participation in the Plan, including any requisite transfer to

a broker or other third party with whom you may elect to deposit any shares of Stock acquired under the Plan. You understand that

you may, at any time, view such Data or require any necessary amendments to the Data.

Notice

Delivery

accepting the Award, you agree that notices may be given to you in writing either at your home or mailing address as shown in the

records of the Company or an Affiliate or by electronic transmission (including e-mail or reference to a website or other URL) sent

to you through the normal process employed by the Company or the Affiliate, as applicable, for communicating electronically with

its employees.

accepting this Agreement, you agree to all of

the terms and conditions described above and in the Plan.

EXHIBIT

STOCK

ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR

VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto Tevogen Inc., a Delaware corporation (the “Company”),

__________ (_______) shares of the Company’s common stock and does hereby irrevocably constitute and appoint the Secretary of the

Company to transfer the said shares on the books of the Company with full power of substitution.

DATED:

________________

Print Name

Signature

Spouse

Consent (if applicable)

_____________

(Award recipient’s spouse) indicates by the execution of this Agreement his or her consent to be bound by the terms herein as to

his or her interests, whether as community property or otherwise, if any, in the shares of the Company’s common stock.

Signature

[Please

sign this document but do not date it. The date and information of the transferee will be completed if and when the shares are assigned.]

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 19

v3.26.3

Cover

Sep. 14, 2026

Document Type

8-K

Amendment Flag

false

Document Period End Date

Sep. 14, 2026

Entity File Number

001-41002

Entity Registrant Name

Tevogen

Inc.

Entity Central Index Key

0001860871

Entity Tax Identification Number

98-1597194

Entity Incorporation, State or Country Code

Entity Address, Address Line One

Independence Boulevard

Entity Address, Address Line Two

Suite #210

Entity Address, City or Town

Warren

Entity Address, State or Province

Entity Address, Postal Zip Code

07059

City Area Code

(877)

Local Phone Number

838-6436

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

Common Stock, par value $0.0001 per share

Title of 12(b) Security

Common

Stock, par value $0.0001 per share

Trading Symbol

TVGN

Security Exchange Name

NASDAQ

Warrants, exercisable for $575.00 per share

Title of 12(b) Security

Warrants,

exercisable for $575.00 per share

Trading Symbol

TVGNW

Security Exchange Name

NASDAQ

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Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

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Area code of city

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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Address Line 1 such as Attn, Building Name, Street Name

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Address Line 2 such as Street or Suite number

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

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-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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-Publisher SEC

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Local phone number for entity.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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-Publisher SEC

-Name Exchange Act

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-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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-Publisher SEC

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-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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-Publisher SEC

-Name Securities Act

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-Section 425

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