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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): July 29, 2026
Tevogen Bio Holdings Inc.
Tevogen
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) 838-6434
Tevogen
Bio Holdings Inc.
(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 $0.001 per share |
|
TVGN |
|
The
Nasdaq Global Market |
| Warrants,
exercisable for $575 per share of Common Stock |
|
TVGNW |
|
The
Nasdaq Global Market |
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
5.03 |
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On
July 29, 2026, Tevogen Bio Holdings Inc. (the “Company”) filed a certificate of amendment (the “Certificate of Amendment”)
to its Certificate of Incorporation, as amended, solely to change the Company’s name from “Tevogen Bio Holdings Inc.”
to “Tevogen Inc.” The name change became effective on July 30, 2026. A copy of the Certificate of Amendment is attached hereto
as Exhibit 3.1 and incorporated herein by reference.
In
connection with the name change, the Company’s Board of Directors approved an amendment (the “Bylaws Amendment”) to
the Company’s Amended and Restated Bylaws (the “Bylaws”), to reflect the change in the Company’s name, also effective
July 30, 2026. No other changes were made to the Bylaws. A copy of the Bylaws, as amended by the Bylaws Amendment, is attached as Exhibit
3.2 hereto and incorporated herein by reference.
The
Company’s common stock and public warrants continue to trade on the Nasdaq Global Market under the ticker symbols “TVGN”
and “TVGN”, respectively.
The
name change does not affect the rights of the Company’s security holders and the CUSIP numbers for the Company’s common stock
and public warrants will continue to be 88165K200 and 88165K119, respectively.
| Item 9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits.
Exhibit
No. |
|
Description |
| |
|
| 3.1 |
|
Certificate of Amendment to Certificate of Incorporation |
| 3.2 |
|
Amended and Restated Bylaws |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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:
July 30, 2026 |
By: |
/s/
Ryan Saadi |
| |
|
Ryan
Saadi |
| |
|
Chief
Executive Officer |