8-K current report · filed Mar 4, 2026

Tevogen Bio Holdings Inc. (TVGN) 8-K Current Report: March 4, 2026

Item 3.03Item 5.03Item 7.01TVGN overview

Short answer

Tevogen Bio Holdings Inc. (TVGN) filed an 8-K current report with the SEC on March 4, 2026 reporting Item 3.03 (Material Modification to Rights of Security Holders), Item 5.03 (Amendments to Articles of Incorporation or Bylaws), Item 7.01 (Regulation FD Disclosure). Bylaws/charter amended: full details under Item 5.03 of this same 8-K filing.

Tevogen Bio Holdings Inc. 8-K event analysis

AI summary of each reported item and its exhibits

Item 3.03 · Material Modification to Rights of Security Holders

  • Bylaws/charter amended: full details under Item 5.03 of this same 8-K filing
  • Investors should review Item 5.03 for specifics on what shareholder rights or corporate governance provisions were changed

Item 5.03 · Amendments to Articles of Incorporation or Bylaws

  • 1-for-50 reverse split effective March 6, 2026; reduces shares outstanding from ~202.4M to ~4.05M
  • Authorized share count stays at 800M, dramatically increasing the ratio of authorized-to-outstanding shares: creates large future dilution capacity
  • All warrants and convertible preferred adjusted proportionally: exercise/conversion prices multiplied by 50, share counts divided by 50
  • Reverse split strongly signals Nasdaq minimum bid price compliance effort ($1.00 threshold), typical of companies under exchange delisting pressure
  • Fractional shares cashed out at closing price on March 5, 2026 (pre-split adjusted); no new CUSIP risk: symbol TVGN unchanged

Item 7.01 · Regulation FD Disclosure

  • Tevogen Bio (TVGN) announced a reverse stock split via press release dated March 4, 2026
  • Reverse splits typically signal share price was below exchange minimum listing requirements: a red flag for shareholders
  • Full terms (ratio, effective date) disclosed in Exhibit 99.1, not summarized in this item

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