Tevogen Bio (NASDAQ: TVGN) wins approval for larger equity plan and reverse split

Rhea-AI Filing Summary

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.

Insights

Equity compensation and capital structure analyst

Stockholders approved a large equity plan increase and broad reverse split authority.

The meeting outcomes give Tevogen Bio more flexibility in using stock-based compensation and managing its share count. The 2024 Plan now includes an additional 100,000,000 shares for awards, potentially supporting hiring, retention, and incentives tied to long-term performance.

The approved reverse stock split range, between 1:25 and 1:85, allows the Board to later consolidate shares if it decides conditions warrant it. Actual impact on investors will depend on whether and when the Board chooses a specific ratio and implements the split.

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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): February 19, 2026

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 19, 2026, Tevogen Bio Holdings Inc. (the “Company”) held a special meeting of its stockholders (the “Special Meeting”). As noted in Item 5.07 below, upon recommendation of the Board of Directors of the Company (the “Board”), the Company’s stockholders approved an amendment to the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan (the “2024 Plan”) to increase the number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), available for issuance thereunder by 100,000,000 (the “Plan Amendment”). The stockholders also approved the Reverse Stock Split Proposal (as defined below). Upon effectiveness of any such reverse stock split, the number of shares of Common Stock reserved for issuance under the 2024 Plan, including those added by the Plan Amendment, and the number of shares of Common Stock subject to outstanding awards under the 2024 Plan will be adjusted in proportion to the ratio of the reverse stock split.

A description of the Plan Amendment is set forth on pages 4 through 13 of the Definitive Proxy Statement on Schedule 14A for the Special Meeting filed with the Securities and Exchange Commission on January 26, 2026 (the “Proxy Statement”), and such description is incorporated by reference herein. The description is qualified by reference to the full text of the Plan Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Special Meeting, the Company’s stockholders voted on the following proposals, as described in the Proxy Statement: (1) approval of the Plan Amendment (the “2024 Plan Amendment Proposal”); and (2) approval of an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the shares of Common Stock that are issued and outstanding at a ratio between 1:25 and 1:85, with an exact ratio and to be effected at such time, if at all, as determined by the Board in its sole discretion (the “Reverse Stock Split Proposal” and together with the 2024 Plan Amendment Proposal, the “Proposals”).

The Company had 201,522,282 shares of Common Stock issued and outstanding at the close of business on January 21, 2026, the record date for eligibility to vote at the Special Meeting, and there were present at the Special Meeting (in person virtually or represented by valid proxy) a total of 182,412,517 shares of Common Stock.

The stockholders approved each of the Proposals at the Special Meeting. The stockholders voted in the following manner with respect to the Proposals:

Proposal No. 1 - 2024 Plan Amendment Proposal

	For		Against		Abstentions		Broker Non-Votes
	147,777,455		4,690,283		12,034		29,932,745

Proposal No. 2 - Reverse Stock Split Proposal

	For		Against		Abstentions		Broker Non-Votes
	176,344,447		6,042,353		25,717		-

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description
10.1		Amendment No. 1 to the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan
104.1		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: February 25, 2026	By:	/s/ Ryan Saadi
	Name:	Ryan Saadi
	Title:	Chief Executive Officer

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FAQ

What did Tevogen Bio (TVGN) stockholders approve at the special meeting?

Stockholders approved an amendment adding 100,000,000 shares to the 2024 Omnibus Incentive Plan and authorized a reverse stock split in a 1:25 to 1:85 range, both as recommended by the Board and detailed in the company’s proxy materials.

How many additional shares did Tevogen Bio add to its 2024 Omnibus Incentive Plan?

The 2024 Plan was amended to add 100,000,000 shares of common stock for potential equity awards. These reserved shares, and existing awards, will be proportionally adjusted if a later Board-approved reverse stock split becomes effective under the newly authorized split range.

What reverse stock split range did Tevogen Bio (TVGN) stockholders authorize?

Stockholders approved an amendment allowing a reverse stock split of issued and outstanding common shares at a ratio between 1:25 and 1:85. The Board has sole discretion to decide whether to implement the split, the exact ratio, and the effective timing.

Were the Tevogen Bio special meeting proposals approved by a large margin?

Both proposals passed with strong support. The plan amendment received 147,777,455 votes for versus 4,690,283 against, while the reverse stock split proposal received 176,344,447 votes for and 6,042,353 against, with relatively small abstention counts reported for each item.

How many Tevogen Bio shares were outstanding and represented at the special meeting?

There were 201,522,282 shares of common stock issued and outstanding on the January 21, 2026 record date. At the special meeting, 182,412,517 shares were present in person virtually or represented by valid proxy, forming the voting base for the two proposals.

Will Tevogen Bio’s reverse stock split happen immediately after this approval?

The approval authorizes, but does not require, a reverse stock split. The Board may decide whether to implement a split, choose a specific ratio between 1:25 and 1:85, and set the effective time based on its sole discretion and future considerations.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 10.3 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.7 KB
• EX-101 XBRL DEFINITION FILE 26.5 KB
• EX-101 XBRL LABEL FILE 36.6 KB
• EX-101 XBRL PRESENTATION FILE 25.1 KB