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Tevogen Bio Holdings Inc. filed Amendment No. 1 to its 2025 annual report to add Part III information that would otherwise have appeared in a proxy statement, and to update the cover page and exhibit list. The amendment does not update financial results.
The filing describes a staggered six‑member board, an independent audit committee with an audit committee financial expert, and a code of business conduct and insider trading policy. It details 2025 executive pay, including $10.4 million in total compensation for CEO Ryan Saadi driven largely by equity grants, plus long‑dated restricted stock and RSU awards for senior executives.
The amendment also discloses that Saadi beneficially owns 59.45% of outstanding common stock as of April 28, 2026, and that all directors and executives as a group hold 67.91%. Extensive related‑party arrangements with The Patel Family, LLP and affiliates are outlined, including preferred stock financings, a $36 million credit facility, consulting fees, a $2 million grant with additional commitments, and manufacturing services. KPMG’s audit fees totaled $587,000 for 2025.
Tevogen Bio Holdings Inc. has been notified by Nasdaq that it no longer meets two key Nasdaq Global Market listing standards tied to market value. Nasdaq found the company was below the $50 million minimum market value of listed securities and the $15 million minimum market value of publicly held shares for 30 consecutive business days. The stock remains listed for now, and Tevogen has 180 days, until October 13–14, 2026, to regain compliance by maintaining required market values for at least 10 consecutive business days. The company will monitor its market value and may consider actions, including a potential transfer to the Nasdaq Capital Market, but it cannot assure it will regain or maintain compliance.
Tevogen Bio Holdings Inc. presents its annual report as a clinical-stage immunotherapy company developing off-the-shelf CD8+ T cell therapies using its ExacTcell technology. Lead candidate TVGN 489 targets COVID‑19 and Long COVID in high‑risk and immunocompromised patients.
A Phase 1 proof‑of‑concept trial in ambulatory high‑risk adults reported no dose‑limiting toxicities, rapid viral load reductions, preserved patients’ own immunity, and no Long COVID over six months of follow‑up. Tevogen plans a pivotal trial in COVID‑19 patients with B‑cell malignancies and is exploring Long COVID treatment.
The pipeline extends to HPV‑related cancers, Epstein‑Barr virus in multiple sclerosis and lymphomas, and chronic hepatitis B, supported by the Tevogen.AI initiative for AI‑driven target discovery. The company highlights significant risks, including no approved products, reliance on substantial additional financing (including $7.0 million of grant funding), complex regulation, manufacturing build‑out, competition, and potential Nasdaq listing and stock price volatility.
Tevogen Bio Holdings Inc. reports that it has regained compliance with the Nasdaq minimum bid price requirement for continued listing on the Nasdaq Global Market. Nasdaq confirmed this status in a written notice dated March 20, 2026, and the matter is described as closed.
The company regained compliance after implementing a 1-for-50 reverse stock split of its common stock, which became effective on March 6, 2026. Tevogen’s common stock and warrants continue to trade on Nasdaq under the symbols TVGN and TVGNW.
Tevogen Bio Holdings Inc. officer Neal Flomenberg reported selling a total of 972 shares of common stock in three open-market transactions on March 10, 11, and 13, 2026. The shares were sold at weighted average prices of about $7.75, $7.26, and $6.40, with actual trades in ranges from $7.25–$7.33 and $6.39–$6.74.
According to the filing, these sales were made solely to satisfy tax obligations arising from the vesting and settlement of restricted stock units and were not made at Flomenberg’s discretion. After these transactions, he directly holds 76,940 shares of Tevogen Bio common stock.
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.
Tevogen Bio Holdings Inc. insider plans to sell common stock under Rule 144. A holder has filed to sell 330,000 shares of Tevogen Bio common stock through Fidelity Brokerage Services LLC on or around 02/06/2026 on the NASDAQ, with an aggregate market value of $103,224.00.
The shares come from gifts received on 12/12/2025 (230,000 shares from Ryan Saad) and 12/16/2025 (100,000 shares from Kirt Desai). The filing also notes a prior sale of 15,500 Tevogen Bio shares for $5,116.55 on 12/31/2025 by Shrimad Rachandra Love & Care.
Tevogen Bio Holdings Inc. reported that its Board of Directors has expressed an intention to evaluate the potential declaration of a one-time special cash dividend for shareholders. Any dividend would follow the satisfaction of financial milestones that will be determined at a future date.
The update was shared through a press release issued on January 30, 2026 and furnished under a Regulation FD disclosure, signaling an early-stage, exploratory step rather than a finalized dividend decision.
Tevogen Bio Holdings Inc. has called a special virtual stockholder meeting for February 19, 2026 to vote on two major proposals.
Proposal 1 would amend the 2024 Omnibus Incentive Plan to increase the shares of common stock reserved for equity awards by 100 million, from 58,951,432 to 158,951,432. As of the record date, only 9,469,839 shares remained available for new grants, and directors and executive officers collectively held 70.51% of the voting power. The plan also includes an annual “evergreen” increase of up to 5.0% of shares outstanding each year through 2034.
Proposal 2 would amend the certificate of incorporation to authorize a reverse stock split of outstanding common shares at a ratio between 1‑for‑25 and 1‑for‑85, without reducing the current authorization of 800,000,000 shares. The board cites a Nasdaq notice received after the stock traded below $1.00 for 30 days; on January 23, 2026, the shares closed at $0.3499. The split is intended to help regain Nasdaq minimum bid compliance, while fractional shares would be settled in cash.
Ryan H. Saadi, Chief Executive Officer, director and >10% owner of Tevogen Bio Holdings Inc. reported a Form 4 disclosing an August 15, 2025 transaction in which he disposed of 20,000 shares of common stock as gifts to charitable entities. The filing shows the shares were transferred at $0, consistent with a gift, and an explanatory note states 10,000 shares were given to Opportunity Project, Inc. and 10,000 shares to Warren Township Honorary P.B.A., Inc. After the reported transaction Saadi is shown as beneficially owning 124,794,453.322 shares directly and 193,924 shares indirectly through his spouse. The Form 4 is signed by an attorney-in-fact on August 18, 2025.