Director: The filing describes the holding of an annual meeting of stockholders, which typically involves the routine election of directors rather than a sudden executive departure.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 16, 2026, Tevogen Bio Holdings Inc. (the “Company”) received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Company no longer meets Nasdaq’s $50 million minimum market value for listed securities requirement pursuant to Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Requirement”) for continued li…

of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in

The filing describes a special meeting of stockholders, likely for routine director elections.

Regulation FD Disclosure. On January 30, 2026, Tevogen Bio Holdings Inc. (the “Company”) issued a press release announcing that the Company’s Board of Directors has expressed an intention to evaluate the potential declaration of a one-time special cash dividend to shareholders following satisfaction of financial milestones to be determined at a future date. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On September 23, 2025, Tevogen Bio Holdings Inc. (the “Company”) received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Company no longer meets Nasdaq’s $1.00 per share minimum bid price requirement pursuant to Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Requirement”) for continued listing on Nasdaq…

Entry into a Material Definitive Agreement. On July 3, 2025, Tevogen Bio Holdings Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners (the “Agent”), pursuant to which the Company may issue and sell from time to time up to $50,000,000 of shares of its common stock, par value $0.0001 per share (the “Common Stock”), through the Agent as the Company’s sales agent. Sales of the Company’s Common Stock through the Agent, if any, will be ma…

Entry into a Material Definitive Agreement. On May 30, 2025, Tevogen Bio Inc. (“Tevogen Bio”), a wholly owned subsidiary of Tevogen Bio Holdings Inc. (the “Company”), entered into Amendment No. 1 (the “Amendment”) to that certain Lease Agreement, dated February 1, 2022, between Tevogen Bio and Mitsui Sumitomo Insurance Company of America (as amended, the “Lease Agreement”). The Lease Agreement relates to the Company’s principal executive offices located at 15 Independence Boulevard, Warren, N…

Entry into a Material Definitive Agreement. On August 21, 2024, the Company entered into a securities purchase agreement (the “Agreement”) with an investor (the “Investor”), pursuant to which the Investor agreed to purchase 600 shares of Series C Preferred Stock of the Company for an aggregate purchase price of $6.0 million. The Agreement provides that the closing of the sale of the Series C Preferred Stock will take place in two closings, the first for $4.0 million on August 30, 2024, and th…

3 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: August 26, 2024 By: /s/ Ryan Saadi Name: Ryan Saadi Title: Chief Executive Officer 4

Director — Suren Ajjarapu: Mr. Ajjarapu resigned from his role as a director without any disagreements.

Entry into a Material Definitive Agreement. On August 21, 2024, Tevogen Bio Holdings Inc. (the “Company”) entered into a securities purchase agreement (the “Agreement”) with an investor (the “Investor”), pursuant to which the Investor purchased 600 shares of Series C Preferred Stock of the Company for an aggregate purchase price of $6.0 million. The shares of Series C Preferred Stock will be convertible at the election of the holder, beginning six months after the date of issuance, into share…

Unregistered Sales of Equity Securities. The information set forth in

Entry into a Material Definitive Agreement. On June 15, 2024, Tevogen Bio Holdings Inc. (the “Company”) entered into a Preferred Stock Repurchase Agreement (the “Repurchase Agreement”) with SSVK Associates, LLC (“SSVK”), pursuant to which the Company repurchased and cancelled, with immediate effect, the shares of Series B Preferred Stock, par value $0.0001 per share, of the Company (the “Series B Preferred Stock”), held by SSVK, (the “Repurchase”), which had constituted all of the outstanding…

Termination of a Material Definitive Agreement. The information set forth under

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On June 14, 2024, the Company received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Company no longer meets Nasdaq’s $1.00 per share minimum bid price requirement pursuant to Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Requirement”) for continued listing on Nasdaq based on the closing bid price for…

by reference. The Commitment Shares were and the remainder of shares of Common Stock and pre-funded warrants issuable under the Agreement will be sold and issued in a transaction not involving a public offering pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 of Regulation D under the Securities Act. The Lender has represented that it is an accredited investor and is acquiring the securities for investment for the Lender’s own accou…

Entry into a Material Definitive Agreement. On June 6, 2024, Tevogen Bio Holdings Inc. (the “Company”) entered into a Loan Agreement (the “Agreement”) with The Patel Family, LLP (the “Lender”) providing for (i) an unsecured line of credit facility (the “Facility”) pursuant to which the Lender agreed to lend the Company up to $36.0 million (the “Maximum Loan Amount”) and (ii) a contingent option for the Lender to purchase at least $14.0 million of the Company’s common stock, par value $0.0001…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Entry into a Material Definitive Agreement. On May 10, 2024, Tevogen Bio Holdings Inc. (the “Company”) entered into a binding term sheet (the “Term Sheet”) setting forth the Company’s principal understanding and agreement with The Patel Family, LLP (the “Lender”) with respect to (i) an unsecured line of credit facility (the “Facility”) pursuant to which the Lender will agree to lend the Company up to $36.0 million (the “Maximum Loan Amount”) and (ii) a contingent option for the Lender to purc…

Changes in Registrant’s Certifying Accountant. Appointment of Independent Registered Public Accounting Firm On April 29, 2024, the audit committee of the Board of Directors (the “Audit Committee”) of Tevogen Bio Holdings Inc. (the “Company”) approved the appointment of KPMG LLP (“KPMG”) as the Company’s new independent registered public accounting firm for the year ending December 31, 2024, effective immediately. KPMG is replacing Marcum LLP (“Marcum”) as the Company’s independent registered…

Results of Operations and Financial Condition. On April 26, 2024, Tevogen Bio Holdings Inc. (the “Company”) issued a press release announcing certain expected pro forma combined financial results of the Company and the Company’s wholly owned subsidiary, Tevogen Bio Inc. (“Tevogen Bio”), and certain expected financial results of Tevogen Bio as of and for the year ended December 31, 2023. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorpora…

Entry into a Material Definitive Agreement. As previously disclosed, on February 14, 2024, the Company entered into a securities purchase agreement (the “Original Agreement”) with an investor (the “Investor”), pursuant to which the Investor purchased 500 shares of Series A Preferred Stock of the Company for an aggregate purchase price of $2.0 million. On March 27, 2024, the Company and the Investor entered into an Amended and Restated Securities Purchase Agreement, pursuant to which the parti…

This Amendment hereby amends the Original Filing and, except as set forth herein, no other amendments to the Original Filing are made hereby. The full text of the Original Filing is repeated in this Amendment for convenience.

Entry into a Material Definitive Agreement. As previously disclosed, on February 14, 2024, the Company entered into a securities purchase agreement (the “Original Agreement”) with an investor (the “Investor”), pursuant to which the Investor purchased 500 shares of Series A Preferred Stock of the Company for an aggregate purchase price of $2.0 million. On March 27, 2024, the Company and the Investor entered into an Amended and Restated Securities Purchase Agreement, pursuant to which the parti…