TVGN 8-K: 91% Quorum Backs Board & Auditor at 2025 AGM

Rhea-AI Filing Summary

Tevogen Bio Holdings Inc. (Nasdaq: TVGN) filed a Form 8-K dated June 23, 2025 to disclose the final voting results of its 2025 Annual Meeting of Stockholders held on the same date.

Quorum & Share Count: 167,360,586 shares of the 183,893,433 shares outstanding as of the April 30, 2025 record date were present in person or by proxy, establishing a quorum.

Proposal 1 – Election of Class I Directors (term expiring 2028):

• Jeffrey Feike: 150,304,146 FOR; 652,203 AGAINST; 14,742 ABSTAIN; 16,389,495 broker non-votes
• Dr. Curtis Patton: 150,313,660 FOR; 647,811 AGAINST; 9,620 ABSTAIN; 16,389,495 broker non-votes

Both nominees received well over 99% of votes cast in favor and were elected to three-year terms.

Proposal 2 – Ratification of Independent Auditor: Stockholders ratified the appointment of KPMG LLP for the fiscal year ending December 31, 2025 with 167,188,556 FOR; 92,456 AGAINST; 79,574 ABSTAIN; no broker non-votes.

The filing reports no other matters. The results indicate broad shareholder support for the existing board slate and the continued engagement of KPMG. No immediate strategic or financial changes were announced.

Insights

Corporate Governance Expert

TL;DR: Routine AGM; directors and auditor overwhelmingly approved; no material governance change or financial impact for Tevogen Bio investors.

The 8-K solely reports the 2025 Annual Meeting vote outcomes. Both Class I directors secured more than 99% of votes cast, reflecting strong shareholder confidence and limited opposition. Ratification of KPMG—receiving over 99% approval—maintains continuity in external audit oversight. Turnout was high, with roughly 91% of outstanding shares represented, well above typical mid-cap participation rates. However, these outcomes are customary and introduce no new operational, strategic, or capital-structure information. As such, the disclosure is neutral from a valuation or risk perspective.

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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

2

FAQ

What proposals were voted on at Tevogen Bio's (TVGN) 2025 Annual Meeting?

Two proposals: 1) Election of Class I directors Jeffrey Feike and Dr. Curtis Patton; 2) Ratification of KPMG LLP as independent auditor.

How many shares constituted a quorum for the 2025 AGM?

A quorum was reached with 167,360,586 shares represented out of 183,893,433 outstanding.

Were the director nominees elected and what were the vote totals?

Yes. Feike received 150,304,146 FOR; Patton 150,313,660 FOR, each with fewer than 653,000 AGAINST votes.

Did shareholders ratify KPMG as Tevogen Bio's auditor for 2025?

Yes. The vote was 167,188,556 FOR, 92,456 AGAINST, 79,574 ABSTAIN.

When was the Form 8-K filed and what item does it address?

Filed on June 23, 2025, the Form 8-K addresses Item 5.07 – Submission of Matters to a Vote of Security Holders.

What are Tevogen Bio's trading symbols for its common stock and warrants?

Common stock trades as TVGN; warrants trade as TVGNW on Nasdaq.