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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): July 10, 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
8.01 Other Events.
As
a result of restricted stock award grants approved by the Board of Directors of Tevogen Bio Holdings Inc. (the “Company”)
on June 27, 2025, including a grant of 8,000,000 shares of restricted stock to the Company’s Chief Executive Officer and Chairperson,
Dr. Ryan Saadi, the number of shares of the Company’s common stock, par value $0.0001 per share, outstanding as of the date hereof
is 193,693,433. The shares of restricted stock granted to Dr. Saadi will vest in four equal annual installments beginning on the seventh
anniversary of the grant date and the shares of restricted stock granted to each other grantee will vest in three equal annual installments
beginning on the fifth anniversary of the grant date, subject in each case to the applicable grantee’s continuous service with
the Company through the vesting date, and provided that the shares will automatically vest in full in the event of termination due to
death or disability. Pursuant to the terms of the awards, the shares of restricted stock also may not be sold, assigned, transferred,
pledged, hypothecated, or otherwise encumbered prior to vesting, subject to automatic forfeit.
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:
July 10, 2025 |
By: |
/s/
Ryan Saadi |
| |
Name:
|
Ryan
Saadi |
| |
Title: |
Chief
Executive Officer |
