Tevogen Inc. (TVGNW) SEC Filings, Mar-Jul 2026

Feike Jeffrey L. reported acquisition or exercise transactions in this Form 4 filing.

Tevogen Bio Holdings Inc. director Jeffrey L. Feike received a grant of 40,000 shares of restricted common stock at $0.00 per share under the 2024 Omnibus Incentive Plan. The award vests in three equal installments tied to service-based anniversaries and aggregate revenue thresholds of $50 million, $100 million, and $150 million since the grant date. Following this grant, Feike directly holds 56,435 common shares.

Desai Kirti reported acquisition or exercise transactions in this Form 4 filing.

Tevogen Bio Holdings Inc. granted its Chief Financial Officer, Kirti Desai, 40,000 shares of restricted common stock at $0.00 per share under the 2024 Omnibus Incentive Plan. The award vests in three equal installments upon specified combinations of service anniversaries and aggregate revenue targets of $50 million, $100 million, and $150 million, subject to continued service. Following this grant, Desai directly holds 242,983 shares of common stock.

Tevogen Bio Holdings Inc. filed a shelf prospectus to register for resale up to 375,000 shares of common stock issuable upon exercise of pre-funded warrants held by The Patel Family, LLP. The company will not receive proceeds from secondary sales; it will receive proceeds only if the Pre-Funded Warrants are exercised for cash (aggregate exercise price $37.50 stated). Shares outstanding were 4,219,343 as of June 11, 2026. The Patel Family currently holds shares and certain convertible/preferred rights such that the 375,000-share registration represents a potential 11.25% beneficial interest based on the disclosed outstanding shares. The Pre-Funded Warrants include a Beneficial Ownership Limitation of 9.99%, adjustable up to 19.99% with written notice (effective after the 61st day). Sales may occur through various methods described in the "Plan of Distribution."

Tevogen Bio Holdings Inc. reported a Q1 2026 net loss of $5.4M, improved from $10.4M a year earlier, mainly due to sharply lower general and administrative stock-based compensation. Operating expenses fell to $5.4M from $10.4M, with research and development relatively stable around $3.1M.

The company had cash of $0.7M as of March 31, 2026 and used $2.7M in operating cash flow, funded by draws on a related-party loan facility and at-the-market stock sales. Management expects existing cash, a $14.0M undrawn loan capacity, a remaining $7.0M grant commitment, and $3.0M PIPE warrant proceeds in May 2026 to support operations for at least 12 months, but does not plan to start new clinical trials until further funding is raised.

The balance sheet shows a stockholders’ deficit of $9.8M and total liabilities of $14.8M, including $6.4M outstanding under the loan and $1.7M of notes payable that are in default but carry no additional default payments. During the quarter the company completed a 1-for-50 reverse stock split and ended with 4,168,705 common shares outstanding. Subsequent events include a private placement of prefunded warrants for 375,000 shares raising about $3.0M, and Nasdaq notices that its market value of listed and publicly held shares has fallen below continued listing thresholds, giving it until mid-October 2026 to regain compliance.

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.