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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 |
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 |
