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

Tevogen Bio Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders