Tevogen Bio Holdings Inc. (NASDAQ: TVGN) Announces Major Corporate Actions – Shareholders Approve Incentive Plan Amendment and Reverse Stock Split Proposal

February 19, 2026 – Tevogen Bio Holdings Inc. (NASDAQ: TVGN) has filed a Form 8-K disclosing several significant corporate actions following a Special Meeting of stockholders. These developments carry important implications for shareholders and could be material to the company’s share price. Below, we detail the key points every investor should be aware of:

Key Points from the Report

• Shareholders Approve Amendment to 2024 Omnibus Incentive Plan:
  • The company’s stockholders approved an amendment to the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan (the “Plan Amendment”).
  • The amendment specifically modifies Section 4.1 of the plan, which governs the Number of Shares Available for Awards. The revised text of Section 4.1 is included in Exhibit 10.1 to the 8-K filing.
  • The approved amendment is designed to increase flexibility for the company in granting equity incentives, which may be used for employee retention, recruitment, and motivation.
  • Full details and the text of the amendment are accessible in the company’s proxy statement dated January 26, 2026, and as an exhibit to the 8-K.
• Shareholders Approve Reverse Stock Split Proposal:
  • Stockholders approved an amendment to the company’s Certificate of Incorporation to allow for a reverse stock split of the company’s common stock at a ratio between 1-for-25 and 1-for-85.
  • The specific ratio and timing of the reverse split are at the discretion of the Board of Directors.
  • This action is intended to increase the per-share trading price of Tevogen’s common stock, potentially helping the company maintain compliance with Nasdaq’s minimum price requirements and improve the stock’s appeal to institutional investors.
• Securities Registered and Trading Symbols:
  • Common Stock: par value \$0.0001 per share, trading on Nasdaq under the symbol TVGN.
  • Warrants: Each warrant is exercisable for one share of common stock at \$11.50 per share, trading under the symbol TVGNW.
• Emerging Growth Company Status:
  • Tevogen Bio Holdings Inc. is classified as an Emerging Growth Company, which allows it to take advantage of certain reduced reporting and compliance requirements under U.S. securities laws.
• No Written, Soliciting, or Pre-commencement Communications:
  • The company indicated that this 8-K filing was not made in connection with written communications under Rule 425, soliciting material under Rule 14a-12, or pre-commencement tender offers under Rules 14d-2(b) or 13e-4(c).

Shareholder-Relevant and Potentially Price Sensitive Information

• The approval and upcoming implementation of a reverse stock split is a major corporate action that can have a direct impact on the market price and liquidity of Tevogen shares. Investors should watch for further announcements regarding the exact split ratio and effective date.
• The amendment to the incentive plan increases the company’s ability to issue additional equity awards, which could affect future dilution but may also enhance the company’s ability to attract and retain key talent.
• Ongoing Nasdaq listing for both common stock and warrants is important for liquidity and institutional investment.

Additional Details for Investors

• The full text of the Plan Amendment is available as Exhibit 10.1 to the Form 8-K.
• The company remains in compliance with SEC reporting obligations and has not changed its entity name or address since the last filing.
• Tevogen’s leadership, including the Chief Financial Officer, has signed off on these corporate actions, confirming board and management support.

Conclusion

In summary, the approval of the reverse stock split and the amendment to the incentive plan are significant developments for Tevogen Bio Holdings Inc. These actions are likely to impact the company’s capital structure, trading dynamics, and long-term strategic flexibility. Shareholders and prospective investors should monitor further disclosures regarding the timing and specifics of the reverse stock split, as well as any new equity award issuances under the revised incentive plan.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with their financial advisor before making any investment decision. The information above is based on a summary of the company’s SEC filing and may not include all details relevant to individual investment circumstances.

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