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Tevogen Inc. (NASDAQ: TVGN) changes name from Tevogen Bio Holdings

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Tevogen Bio Holdings Inc., a Delaware corporation, has amended its Certificate of Incorporation to change its name to Tevogen Inc. A Certificate of Amendment was filed on July 29, 2026, and the name change became effective on July 30, 2026. The board also approved a conforming amendment to the Amended and Restated Bylaws, with no other bylaw changes.

The company’s common stock, par value $0.001 per share, and public warrants, exercisable at $575 per share, continue to trade on the Nasdaq Global Market under their existing ticker symbols. The CUSIP numbers 88165K200 for common stock and 88165K119 for warrants are unchanged, and the name change does not affect the rights of security holders.

Positive

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Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Name change effective date July 30, 2026 Effective date of change from Tevogen Bio Holdings Inc. to Tevogen Inc.
Certificate of Amendment filing date July 29, 2026 Date the Certificate of Amendment to the Certificate of Incorporation was filed
Par value per common share $0.001 per share Par value of common stock listed on the Nasdaq Global Market
Warrant exercise price $575 per share Exercise price of public warrants for shares of common stock
Common stock CUSIP 88165K200 CUSIP number for common stock remains unchanged after the name change
Warrants CUSIP 88165K119 CUSIP number for public warrants remains unchanged after the name change
Certificate of Amendment regulatory
"filed a certificate of amendment to its Certificate of Incorporation"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
Amended and Restated Bylaws regulatory
"an amendment to the Company’s Amended and Restated Bylaws"
A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.
CUSIP financial
"the CUSIP numbers for the Company’s common stock and public warrants"
A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.
emerging growth company regulatory
"Emerging growth company    On July 29, 2026, Tevogen Bio"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What corporate change did Tevogen Inc. (TVGN) report?

Tevogen Inc. reported amending its Certificate of Incorporation to change its corporate name from Tevogen Bio Holdings Inc. to Tevogen Inc.. The Certificate of Amendment was filed on July 29, 2026, with the name change effective July 30, 2026.

Does the Tevogen Inc. (TVGN) name change affect shareholder rights?

The company states that the corporate name change to Tevogen Inc. does not affect the rights of its security holders. Existing ownership interests, rights, and protections for holders of common stock and public warrants remain the same after the amendment.

When does the Tevogen Inc. (TVGN) name change become effective?

The name change from Tevogen Bio Holdings Inc. to Tevogen Inc. became effective on July 30, 2026. The Certificate of Amendment implementing the change was filed one day earlier, on July 29, 2026, with the Delaware authorities.

How does the Tevogen Inc. (TVGN) name change affect its Nasdaq listings?

Tevogen Inc.’s common stock and public warrants continue to trade on the Nasdaq Global Market under their existing ticker symbols. The name change does not alter the Nasdaq listing status or the trading symbols associated with the company’s securities.

Were the CUSIP numbers for Tevogen Inc. (TVGN) securities changed?

No. The CUSIP number for the company’s common stock remains 88165K200, and the CUSIP for its public warrants remains 88165K119. The filing specifies that these identifiers are unchanged following the corporate name change.

What are the key terms of Tevogen Inc. (TVGN) public warrants?

Tevogen Inc.’s public warrants are exercisable for shares of common stock at an exercise price of $575 per share. The name change and related amendments do not modify these warrant terms or their existing Nasdaq trading status.
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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 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

 

 

 

Filing Exhibits & Attachments

6 documents