TVGN 2025 AGM: Board seats secured, KPMG confirmed as auditor
Rhea-AI Filing Summary
Tevogen Bio Holdings Inc. (Nasdaq: TVGN, TVGNW) filed Prospectus Supplement No. 3 to incorporate its 8-K dated June 23, 2025. The sole update covers results of the 2025 Annual Meeting. Of 183.9 million shares outstanding, 167.4 million (≈91%) were represented, forming a quorum. Shareholders:
- Elected Class I directors Jeffrey Feike (150.3 m for / 0.65 m against) and Dr. Curtis Patton (150.3 m for / 0.65 m against) for three-year terms.
- Ratified KPMG LLP as independent auditor for fiscal 2025 (167.19 m for / 0.09 m against / 0.08 m abstain).
No other proposals, financial results, or strategic transactions were disclosed. The filing is routine corporate-governance housekeeping and does not alter the company’s risk profile or capital structure.
Positive
- None.
Negative
- None.
Insights
TL;DR: Routine AGM business; directors re-elected and KPMG ratified—no material impact on valuation.
The disclosure simply confirms shareholder support for existing leadership and the continued engagement of KPMG. Support levels above 99% indicate limited dissent and reinforce board stability, a positive governance signal but standard for emerging-growth issuers. No changes to share count, warrant terms, strategy, or financial outlook were announced. Accordingly, market impact should be minimal and the prospectus supplement mainly satisfies regulatory requirements under the previously declared S-1.
Filed
Pursuant to Rule 424(b)(3)
Registration No. 333-280414
PROSPECTUS SUPPLEMENT NO. 3
(To Prospectus dated May 7, 2025)
Tevogen Bio Holdings Inc.
This prospectus supplement updates and supplements the prospectus, dated May 7, 2025 (as supplemented to date, the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-280414), as amended. This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 23, 2025 (the “Form 8-K”). Accordingly, we have attached the Form 8-K to this prospectus supplement.
This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.
Our common stock, par value $0.0001 per share (“Common Stock”), and public warrants to purchase Common Stock (“Warrants”) are listed on The Nasdaq Stock Market LLC under the symbols “TVGN” and “TVGNW,” respectively. On June 20, 2025, the closing price of our Common Stock was $1.20 and the closing price for our Warrants was $0.0557.
We are an “emerging growth company” and “smaller reporting company” for purposes of federal securities laws and are subject to reduced public company reporting requirements. Accordingly, the information in the Prospectus and this prospectus supplement may not be comparable to information provided by companies that are not emerging growth companies or smaller reporting companies.
Our business and investment in our Common Stock and Warrants involve significant risks. These risks are described in the section titled “Risk Factors” beginning on page 8 of the Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is June 23, 2025.
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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): June 23, 2025
Tevogen Bio Holdings 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) 838-6436
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, each exercisable for one share of Common Stock for $11.50 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 ☒ | ||||
| ||||
| 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 5.07 Submission of Matters to a Vote of Security Holders.
The 2025 Annual Meeting of the Stockholders (the “Annual Meeting”) of Tevogen Bio Holdings Inc. (the “Company”) was held on June 23, 2025. As of April 30, 2025, the date of record for determining the stockholders entitled to vote on the proposals presented at the Annual Meeting, there were 183,893,433 shares of the Company’s common stock, $0.0001 par value per share (“Common Stock”), issued and outstanding and entitled to vote at the Annual Meeting. The holders of 167,360,586 shares of issued and outstanding Common Stock were represented in person or by proxy at the Annual Meeting, constituting a quorum. The vote results detailed below represent final results as certified by the inspector of elections.
Proposal No. 1 – Election of Directors.
The Company’s stockholders elected to the Board of Directors of the Company the following persons, who were named in the Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission on April 30, 2025, to serve as Class I directors for a term of three years each and until their respective successors are duly elected and qualified or until their earlier death, disqualification, resignation, or removal:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||
| Jeffrey Feike | 150,304,146 | 652,203 | 14,742 | 16,389,495 | ||||
| Dr. Curtis Patton | 150,313,660 | 647,811 | 9,620 | 16,389,495 |
Proposal No. 2 – Ratification of Appointment of Independent Registered Public Accounting Firm.
The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 167,188,556 | 92,456 | 79,574 | 0 |
1
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 Bio Holdings Inc. | ||
| Date: June 23, 2025 | By: | /s/ Ryan Saadi |
| Name: | Ryan Saadi | |
| Title: | Chief Executive Officer | |
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FAQ
When was Tevogen Bio's 2025 Annual Meeting held?
How many shares were represented at Tevogen Bio's 2025 AGM?
Which directors were elected at the 2025 AGM of TVGN?
Was Tevogen Bio's auditor ratified for 2025?
Does the 424B3 filing include new financial results or transactions?
