Tevogen Bio Holdings Inc. SEC Filings

Tevogen Bio Holdings Inc. filed a shelf prospectus to register for resale up to 375,000 shares of common stock issuable upon exercise of pre-funded warrants held by The Patel Family, LLP. The company will not receive proceeds from secondary sales; it will receive proceeds only if the Pre-Funded Warrants are exercised for cash (aggregate exercise price $37.50 stated). Shares outstanding were 4,219,343 as of June 11, 2026. The Patel Family currently holds shares and certain convertible/preferred rights such that the 375,000-share registration represents a potential 11.25% beneficial interest based on the disclosed outstanding shares. The Pre-Funded Warrants include a Beneficial Ownership Limitation of 9.99%, adjustable up to 19.99% with written notice (effective after the 61st day). Sales may occur through various methods described in the "Plan of Distribution."

Tevogen Bio Holdings Inc. reported a Q1 2026 net loss of $5.4M, improved from $10.4M a year earlier, mainly due to sharply lower general and administrative stock-based compensation. Operating expenses fell to $5.4M from $10.4M, with research and development relatively stable around $3.1M.

The company had cash of $0.7M as of March 31, 2026 and used $2.7M in operating cash flow, funded by draws on a related-party loan facility and at-the-market stock sales. Management expects existing cash, a $14.0M undrawn loan capacity, a remaining $7.0M grant commitment, and $3.0M PIPE warrant proceeds in May 2026 to support operations for at least 12 months, but does not plan to start new clinical trials until further funding is raised.

The balance sheet shows a stockholders’ deficit of $9.8M and total liabilities of $14.8M, including $6.4M outstanding under the loan and $1.7M of notes payable that are in default but carry no additional default payments. During the quarter the company completed a 1-for-50 reverse stock split and ended with 4,168,705 common shares outstanding. Subsequent events include a private placement of prefunded warrants for 375,000 shares raising about $3.0M, and Nasdaq notices that its market value of listed and publicly held shares has fallen below continued listing thresholds, giving it until mid-October 2026 to regain compliance.

Tevogen Bio Holdings Inc. filed Amendment No. 1 to its 2025 annual report to add Part III information that would otherwise have appeared in a proxy statement, and to update the cover page and exhibit list. The amendment does not update financial results.

The filing describes a staggered six‑member board, an independent audit committee with an audit committee financial expert, and a code of business conduct and insider trading policy. It details 2025 executive pay, including $10.4 million in total compensation for CEO Ryan Saadi driven largely by equity grants, plus long‑dated restricted stock and RSU awards for senior executives.

The amendment also discloses that Saadi beneficially owns 59.45% of outstanding common stock as of April 28, 2026, and that all directors and executives as a group hold 67.91%. Extensive related‑party arrangements with The Patel Family, LLP and affiliates are outlined, including preferred stock financings, a $36 million credit facility, consulting fees, a $2 million grant with additional commitments, and manufacturing services. KPMG’s audit fees totaled $587,000 for 2025.

Tevogen Bio Holdings Inc. has been notified by Nasdaq that it no longer meets two key Nasdaq Global Market listing standards tied to market value. Nasdaq found the company was below the $50 million minimum market value of listed securities and the $15 million minimum market value of publicly held shares for 30 consecutive business days. The stock remains listed for now, and Tevogen has 180 days, until October 13–14, 2026, to regain compliance by maintaining required market values for at least 10 consecutive business days. The company will monitor its market value and may consider actions, including a potential transfer to the Nasdaq Capital Market, but it cannot assure it will regain or maintain compliance.

Tevogen Bio Holdings Inc. presents its annual report as a clinical-stage immunotherapy company developing off-the-shelf CD8+ T cell therapies using its ExacTcell technology. Lead candidate TVGN 489 targets COVID‑19 and Long COVID in high‑risk and immunocompromised patients.

A Phase 1 proof‑of‑concept trial in ambulatory high‑risk adults reported no dose‑limiting toxicities, rapid viral load reductions, preserved patients’ own immunity, and no Long COVID over six months of follow‑up. Tevogen plans a pivotal trial in COVID‑19 patients with B‑cell malignancies and is exploring Long COVID treatment.

The pipeline extends to HPV‑related cancers, Epstein‑Barr virus in multiple sclerosis and lymphomas, and chronic hepatitis B, supported by the Tevogen.AI initiative for AI‑driven target discovery. The company highlights significant risks, including no approved products, reliance on substantial additional financing (including $7.0 million of grant funding), complex regulation, manufacturing build‑out, competition, and potential Nasdaq listing and stock price volatility.

Tevogen Bio Holdings Inc. filed a prospectus supplement dated March 25, 2026 that attaches a Form 8-K reporting the company has regained compliance with Nasdaq's minimum bid price requirement under Listing Rule 5450(a)(1).

The Nasdaq notice followed the implementation of a 1-for-50 reverse stock split that became effective on March 6, 2026. The supplement references the Prospectus dated May 7, 2025 and shows closing prices on March 24, 2026 of $5.22 for Common Stock and $0.0346 for Warrants.

Tevogen Bio Holdings Inc. officer Neal Flomenberg reported selling a total of 972 shares of common stock in three open-market transactions on March 10, 11, and 13, 2026. The shares were sold at weighted average prices of about $7.75, $7.26, and $6.40, with actual trades in ranges from $7.25–$7.33 and $6.39–$6.74.

According to the filing, these sales were made solely to satisfy tax obligations arising from the vesting and settlement of restricted stock units and were not made at Flomenberg’s discretion. After these transactions, he directly holds 76,940 shares of Tevogen Bio common stock.

Tevogen Bio Holdings Inc. effected a 1-for-50 reverse stock split of its common stock, effective March 6, 2026. The Company reported 202,416,556 shares issued and outstanding as of March 3, 2026 that will be combined at the 1-for-50 ratio.

The Common Stock will trade on Nasdaq on a split-adjusted basis under the same symbol, and the Company issued a new CUSIP, 88165K200. Fractional shares will not be issued; holders entitled to fractional shares will receive cash in lieu based on the closing trading price on the trading day immediately preceding the Effective Date. Convertible preferred shares, warrants and equity awards will be adjusted by dividing share counts by 50 and multiplying per-share conversion/exercise prices by 50.

Tevogen Bio Holdings Inc. is implementing a 1-for-50 reverse stock split of its common stock, effective March 6, 2026. The move is intended to help the company regain compliance with Nasdaq’s $1.00 minimum bid price requirement for continued listing on the Nasdaq Global Market.

As of March 3, 2026, the company had 202,416,556 shares of common stock issued and outstanding, which will be consolidated at the 50-to-1 ratio. Authorized common shares will remain at 800,000,000. No fractional shares will be issued; instead, holders entitled to a fraction will receive cash based on the closing price before the split.

The common stock will begin trading on a split-adjusted basis on March 6, 2026 under the same symbol, TVGN, with a new CUSIP number 88165K200. Outstanding preferred stock, warrants, equity awards, and plan share reserves will be adjusted proportionally, and the reverse split is designed to affect all stockholders uniformly, aside from minor changes from fractional share cash-out.