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The SEC has declared Tevogen Bio Holdings' Form S-3 registration statement effective as of June 26, 2025, at 4:30 P.M. This Form S-3 filing (File Number: 333-288218) represents a shelf registration statement that allows the company to offer and sell securities to the public.
Form S-3 is a simplified security registration form used by companies that have met certain reporting requirements and have a minimum public float. This effectiveness notice indicates that:
- Tevogen Bio Holdings can now proceed with its planned securities offering
- The company has satisfied SEC registration requirements
- The registration statement has been reviewed and approved by the SEC
This development is significant for investors as it enables Tevogen Bio Holdings to access the capital markets more efficiently, potentially leading to future securities offerings under this shelf registration.
Tevogen Bio Holdings Inc. (Nasdaq: TVGN, TVGNW) filed Prospectus Supplement No. 3 to incorporate its 8-K dated June 23, 2025. The sole update covers results of the 2025 Annual Meeting. Of 183.9 million shares outstanding, 167.4 million (≈91%) were represented, forming a quorum. Shareholders:
- Elected Class I directors Jeffrey Feike (150.3 m for / 0.65 m against) and Dr. Curtis Patton (150.3 m for / 0.65 m against) for three-year terms.
- Ratified KPMG LLP as independent auditor for fiscal 2025 (167.19 m for / 0.09 m against / 0.08 m abstain).
No other proposals, financial results, or strategic transactions were disclosed. The filing is routine corporate-governance housekeeping and does not alter the company’s risk profile or capital structure.
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.