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Tevogen Bio Holdings Inc. is soliciting proxies for its virtual 2026 annual meeting on August 24, 2026. Stockholders will vote on electing two Class II directors, ratifying KPMG as auditor, a major increase to the 2024 equity plan, and a charter amendment permitting stockholder action by written consent.
Proposal 3 seeks to raise the 2024 Plan share reserve by 100,000,000 to 103,179,028 shares, an amount equal to about 15.6 times the 6,416,540 shares of common stock outstanding as of July 22, 2026, which the company acknowledges could significantly dilute non-award holders and increase insider voting power. As of the record date, directors and executive officers held about 65.6% of outstanding shares, including CEO and Chair Dr. Ryan Saadi’s 57.8% stake; Tevogen is treated as a Nasdaq “controlled company” and does not maintain independent compensation or nominating committees.
The proxy also details extensive related-party financing with the Patel Family, including preferred stock classes, a $36.0 million credit facility, prefunded warrants with a 9.99% beneficial ownership cap, and grants and consulting/equity arrangements. Executive compensation is heavily equity-based, highlighted by a 2024 special RSU grant to Dr. Saadi representing roughly 10% of the company’s fully diluted common stock.
Tevogen Bio Holdings Inc. insider Dr. Ryan H. Saadi reports beneficial ownership of 3,709,567 shares of common stock, representing 59.7% of the class. He holds sole voting power over 3,705,689 shares and sole dispositive power over 1,938,710 shares, with an additional 3,878 shares held with shared voting and dispositive power through his spouse.
On July 10, 2026, Dr. Saadi received a grant of 1,220,000 shares of Restricted Stock as compensation for his service as Chairman and Chief Executive Officer under the company’s 2024 plan. These shares carry voting rights but are non‑transferable and subject to forfeiture, vesting in four equal annual installments beginning on the seventh anniversary of the grant, with full acceleration upon death or disability. The ownership percentage is based on 6,215,107 shares of common stock outstanding as of July 14, 2026.
Sordillo Victor J. reported acquisition or exercise transactions in this Form 4 filing.
Tevogen Bio Holdings Inc. director Victor J. Sordillo received a grant of 40,000 shares of restricted common stock at no cost under the 2024 Omnibus Incentive Plan. The award vests in three equal installments tied both to service-based anniversaries and aggregate revenue milestones of $50 million, $100 million, and $150 million since the grant date, conditioned on his continued service. Following this grant, Sordillo directly holds 51,539 shares of Tevogen Bio common stock.
Saadi Ryan H. reported acquisition or exercise transactions in this Form 4 filing.
Tevogen Bio Holdings Inc. disclosed that Chief Executive Officer Ryan H. Saadi received a grant of 1,220,000 shares of restricted common stock at $0.0000 per share under the 2024 Omnibus Incentive Plan. The award will vest in four equal annual installments commencing on July 10, 2033, contingent on his continued service. Following the grant, he holds 3,705,689 shares directly, plus 3,878 shares indirectly through his wife.
PODLOGAR SUSAN M reported acquisition or exercise transactions in this Form 4 filing.
Tevogen Bio Holdings Inc. granted director Susan M. Podlogar 40,000 shares of restricted common stock at no cash cost under its 2024 Omnibus Incentive Plan. The award vests in three equal installments, each requiring both a service condition and company revenue milestones of $50 million, $100 million, and $150 million in aggregate revenue since the grant date. Following this grant, Podlogar directly holds 48,678 shares of common stock.
Patton Curtis L. reported acquisition or exercise transactions in this Form 4 filing.
Tevogen Bio Holdings Inc. director Curtis L. Patton received a grant of 40,000 shares of restricted common stock under the company’s 2024 Omnibus Incentive Plan. The award vests in three equal installments, each tied to both a service requirement and revenue milestones of $50 million, $100 million, and $150 million of aggregate revenue since the grant date. Following this grant, Patton directly holds 64,192 shares of common stock.
Goh Keow Lin reported acquisition or exercise transactions in this Form 4 filing.
Tevogen Bio Holdings Inc. director Goh Keow Lin received a grant of 40,000 shares of restricted common stock under the 2024 Omnibus Incentive Plan. The award vests in three equal installments upon the earlier of specified anniversaries of the grant date and the company reaching aggregate revenue milestones of $50 million, $100 million, and $150 million, subject to continued service. Following this grant, the director holds 48,678 common shares directly.
Feike Jeffrey L. reported acquisition or exercise transactions in this Form 4 filing.
Tevogen Bio Holdings Inc. director Jeffrey L. Feike received a grant of 40,000 shares of restricted common stock at $0.00 per share under the 2024 Omnibus Incentive Plan. The award vests in three equal installments tied to service-based anniversaries and aggregate revenue thresholds of $50 million, $100 million, and $150 million since the grant date. Following this grant, Feike directly holds 56,435 common shares.
Desai Kirti reported acquisition or exercise transactions in this Form 4 filing.
Tevogen Bio Holdings Inc. granted its Chief Financial Officer, Kirti Desai, 40,000 shares of restricted common stock at $0.00 per share under the 2024 Omnibus Incentive Plan. The award vests in three equal installments upon specified combinations of service anniversaries and aggregate revenue targets of $50 million, $100 million, and $150 million, subject to continued service. Following this grant, Desai directly holds 242,983 shares of common stock.
Tevogen Bio Holdings Inc. registers up to 375,000 shares of common stock for resale by a selling stockholder. This prospectus covers resale, from time to time, by the identified Selling Stockholder of up to 375,000 shares issuable upon exercise of Pre-Funded Warrants issued in May 2026. The company is not selling any shares hereunder and will receive no proceeds from resale; the issuer will receive the net proceeds only if the Pre-Funded Warrants are exercised for cash, which have an aggregate exercise price of $37.50. The prospectus notes a Beneficial Ownership Limitation of 9.99% (adjustable to 19.99% with notice), and states 4,219,343 shares outstanding as of June 11, 2026.