Tevogen Bio Holdings Inc. Files Form 10-K/A: Key Updates and Shareholder Insights

Summary of Key Points

• Tevogen Bio Holdings Inc. (NASDAQ: TVGN) has filed Amendment No. 1 to its Annual Report on Form 10-K/A for the fiscal year ended December 31, 2025.
• This amendment primarily includes Part III information that was previously omitted pending the filing of the company’s proxy statement. It also updates certain information on the cover page and exhibit list.
• The amendment does not reflect events after March 31, 2026, nor does it update previously disclosed information except as noted.
• The company recently completed a significant 1-for-50 reverse stock split on March 6, 2026; all share and per-share data has been adjusted to reflect this split.
• Updated executive compensation, beneficial ownership, insider trading, and related-party transaction disclosures are included.
• Key governance documents such as the Code of Business Conduct and Ethics and Insider Trading Policy are available on the company’s website.

Details Investors Should Know

1. Reverse Stock Split

On March 6, 2026, Tevogen Bio Holdings Inc. effected a 1-for-50 reverse stock split of its common stock. This is a significant event for shareholders as it directly impacts the share count and per-share metrics. All share and per-share data in this filing are presented post-split. Such a reverse split is often implemented to comply with minimum price requirements for continued listing on Nasdaq or to improve the perception of the stock among investors.

2. Executive Compensation Updates

The amendment provides detailed information on 2025 executive compensation. For example, CEO Ryan Saadi received a salary of \$300,000 and stock awards valued at \$930,000 in 2025, totaling \$1,230,000 in compensation. The CFO, Kirti Desai, received a \$300,000 salary with no stock awards for 2024 or 2025. Notably, the Chief Information Officer and Head of Tevogen AI, Mittul Mehta (who is the son-in-law of Mr. Desai), had a base salary of \$250,000 in 2025.

3. Equity Compensation Plan Information

As of April 28, 2026, the company had 4,187,505 shares of common stock outstanding. There are 189,356 shares remaining available for future issuance under the 2024 Omnibus Incentive Plan, which increases annually by up to 5% of the total outstanding shares, or a lesser amount as determined by the Board.

4. Beneficial Ownership

The filing lists detailed beneficial ownership information as of April 28, 2026, including holdings by executive officers, directors, and 5%+ owners. This information is crucial for investors tracking potential changes in control or influence within the company.

5. Governance and Compliance Updates

• The company has adopted a Code of Business Conduct and Ethics and an Insider Trading Policy applicable to all directors, officers, and employees. Both documents are available on the company’s investor relations website.
• The Audit Committee is fully compliant with Sarbanes-Oxley, SEC, and Nasdaq requirements. The Board has adopted a written charter for the Audit Committee, also available online.
• The company’s Related Person Transactions Policy applies to any transaction over \$120,000 in which a related person has a material interest. This is relevant for corporate governance and potential conflicts of interest.
• There were no corrections of errors or restatements in the financial statements, and the company is not a shell company.

6. Exhibits and Certifications

The amendment includes new certifications by the principal executive and financial officers, as required under Rule 12b-15 and the Sarbanes-Oxley Act. The full list of exhibits, including key corporate charters and policies, is provided in the report.

Potentially Price-Sensitive Information

• Reverse Stock Split: This is highly material as it directly impacts share price, liquidity, and compliance with Nasdaq listing standards. Investors should carefully consider the implications for their holdings and the potential for increased volatility.
• Executive and Related-Party Compensation: Investors should note the involvement of a family member of a key executive (Mittul Mehta) in a senior role, which may raise governance questions for some shareholders.
• Equity Plan Details: The annual increase in the number of shares available under the 2024 Plan could affect future dilution and is relevant for long-term value considerations.

Important Disclaimers

Disclaimer: This article is a summary and interpretation of Tevogen Bio Holdings Inc.’s Form 10-K/A annual report amendment, intended for informational purposes only. It does not constitute investment advice. Investors should review the full SEC filings and consult with financial advisors before making investment decisions. The article may contain forward-looking statements and should not be relied upon as a sole source for investment judgment.

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