Welcome to our dedicated page for Tevogen Bio SEC filings (Ticker: TVGNW), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Tevogen Bio Holdings Inc. SEC filings page provides access to the company’s official regulatory disclosures as a U.S. public issuer, including current reports, registration-related documents, and periodic filings referenced in its news releases. These filings offer detailed information on Tevogen’s capital structure, equity programs, governance, and aspects of its financial performance that complement its narrative around capital-efficient execution.
Among the key documents are Form 8-K current reports, where Tevogen has described material events such as a Sales Agreement with a placement agent for at-the-market offerings of common stock under an effective shelf registration statement on Form S-3, restricted stock awards approved by the board of directors, and a personal cash contribution from the founder and Chief Executive Officer to support build-out and first-year operating costs of a new corporate headquarters. These filings also outline terms of equity compensation, vesting conditions, and the mechanics of at-the-market equity issuance.
Investors can also review quarterly reports on Form 10-Q, which the company references in its communications about loss from operations, non-GAAP adjusted loss from operations, and its emphasis on low cash burn and capital efficiency. While the full financial statements and reconciliations are contained in the 10-Q itself, this page serves as an entry point to those documents.
On Stock Titan, Tevogen filings are supplemented with AI-powered summaries that explain the significance of items such as 10-Qs, 10-Ks, and 8-Ks in clear language, helping users understand topics like operating expenses, stock-based compensation, equity sales programs, and insider-related awards. Real-time updates from EDGAR and structured access to forms, including those related to common stock and warrants, make it easier to track how Tevogen’s regulatory disclosures align with its stated strategy in precision T cell therapies and AI-driven drug development.
Tevogen Bio Holdings Inc. reported that stockholders approved two key proposals at a special meeting. First, they approved an amendment to the 2024 Omnibus Incentive Plan, adding 100,000,000 shares of common stock available for equity awards, which can be adjusted if a future reverse stock split occurs.
Stockholders also approved an amendment to the Certificate of Incorporation authorizing a reverse stock split of issued and outstanding common shares at a ratio between 1:25 and 1:85, with the exact ratio and timing left to the Board’s discretion, if implemented. At the record date, 201,522,282 shares were outstanding, and 182,412,517 shares were represented at the meeting. Both proposals received strong support based on the reported vote tallies.
Tevogen Bio Holdings Inc. insider plans to sell common stock under Rule 144. A holder has filed to sell 330,000 shares of Tevogen Bio common stock through Fidelity Brokerage Services LLC on or around 02/06/2026 on the NASDAQ, with an aggregate market value of $103,224.00.
The shares come from gifts received on 12/12/2025 (230,000 shares from Ryan Saad) and 12/16/2025 (100,000 shares from Kirt Desai). The filing also notes a prior sale of 15,500 Tevogen Bio shares for $5,116.55 on 12/31/2025 by Shrimad Rachandra Love & Care.
Tevogen Bio Holdings Inc. reported that its Board of Directors has expressed an intention to evaluate the potential declaration of a one-time special cash dividend for shareholders. Any dividend would follow the satisfaction of financial milestones that will be determined at a future date.
The update was shared through a press release issued on January 30, 2026 and furnished under a Regulation FD disclosure, signaling an early-stage, exploratory step rather than a finalized dividend decision.
Tevogen Bio Holdings Inc. has called a special virtual stockholder meeting for February 19, 2026 to vote on two major proposals.
Proposal 1 would amend the 2024 Omnibus Incentive Plan to increase the shares of common stock reserved for equity awards by 100 million, from 58,951,432 to 158,951,432. As of the record date, only 9,469,839 shares remained available for new grants, and directors and executive officers collectively held 70.51% of the voting power. The plan also includes an annual “evergreen” increase of up to 5.0% of shares outstanding each year through 2034.
Proposal 2 would amend the certificate of incorporation to authorize a reverse stock split of outstanding common shares at a ratio between 1‑for‑25 and 1‑for‑85, without reducing the current authorization of 800,000,000 shares. The board cites a Nasdaq notice received after the stock traded below $1.00 for 30 days; on January 23, 2026, the shares closed at $0.3499. The split is intended to help regain Nasdaq minimum bid compliance, while fractional shares would be settled in cash.
Ryan H. Saadi, Chief Executive Officer, director and >10% owner of Tevogen Bio Holdings Inc. reported a Form 4 disclosing an August 15, 2025 transaction in which he disposed of 20,000 shares of common stock as gifts to charitable entities. The filing shows the shares were transferred at $0, consistent with a gift, and an explanatory note states 10,000 shares were given to Opportunity Project, Inc. and 10,000 shares to Warren Township Honorary P.B.A., Inc. After the reported transaction Saadi is shown as beneficially owning 124,794,453.322 shares directly and 193,924 shares indirectly through his spouse. The Form 4 is signed by an attorney-in-fact on August 18, 2025.
Tevogen Bio Holdings, Inc. reported interim financials showing limited operating cash and multiple financing arrangements supporting operations for the next 12 months. The company had $685,229 in cash at June 30, 2025 and raised $2,533,023 in net proceeds under an at‑the‑market Sales Agreement through August 13, 2025, plus a subsequent $1,000,000 capital contribution from KRHP. The Loan Agreement outstanding balance was $4,400,000 with $24,000,000 available for future draws; interest can be paid in stock and the Company issued 1,000,000 shares to the Patel Family as an inducement. Notes payable of $1,651,000 remain in default on technical repayment terms. The post‑merger capital structure includes preferred stock financings (Series A proceeds $2,000,000; Series C proceeds $6,000,000), large equity awards (Special RSU grant fair value $87,263,783), and 196,705,067 common shares reported outstanding. Management says it will not initiate clinical trials until additional funding is received.
Schedule 13D/A Amendment 1 shows Tevogen Bio Holdings Inc. (TVGNW) CEO Dr. Ryan H. Saadi now beneficially owns 125,008,376 shares, equal to 64.5 % of the 193.7 M shares outstanding. He holds sole voting power over 124.8 M shares and sole dispositive power over 97.5 M shares; 193.9 k shares are jointly held with his spouse.
The filing reflects two noteworthy changes since the original 13D: (1) on 27 Jun 2025 the Company granted Saadi 8.0 M restricted shares (≈4 % of current float) that carry immediate voting rights but vest in four equal tranches starting seven years after grant, with accelerated vesting on death or disability; and (2) Saadi sold 1,438,206 shares on 9 Jun 2025 in the open market at a VWAP of $1.23.
No other transactions were reported in the prior 60 days. Apart from the potential dilution from the new award and the limited insider sale (≈1 % of his stake), the amendment does not signal strategic changes. Saadi remains the controlling shareholder, aligning management incentives with long-term equity performance.