Tevogen Bio Holdings Inc. (TVGN) - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed on March 3, 2026, by Tevogen Bio Holdings Inc., a Delaware corporation. The report details a material corporate action approved by stockholders on February 19, 2026, and filed with the Delaware Secretary of State on March 3, 2026.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures. The primary financial data point disclosed is the share count prior to the corporate action:
- Pre-Split Outstanding Shares: 202,416,556 shares of Common Stock as of March 3, 2026.
- Authorized Shares: 800,000,000 shares (unchanged by the split).
Material Changes
The Company effected a 1-for-50 reverse stock split of its issued and outstanding Common Stock, effective March 6, 2026. Key changes include:
- Share Reduction: The total number of outstanding shares will be reduced by a ratio of 1-for-50.
- Ownership Interest: The split affects all stockholders uniformly and does not alter percentage ownership interests, except for adjustments related to fractional shares.
- Fractional Shares: No fractional shares will be issued. Instead, fractional interests will be settled in cash based on the closing trading price on the trading day immediately preceding the Effective Date.
- Adjustments to Other Securities: Outstanding convertible preferred stock and warrants will be adjusted by dividing the number of shares into which they are convertible/exercisable by 50 and multiplying the per-share conversion/exercise price by 50.
- CUSIP Change: The CUSIP number for the Common Stock will change to 88165K200. The trading symbol (TVGN) remains unchanged.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future operations, or specific risk factors beyond the mechanics of the reverse stock split. The Company noted that the split was implemented to be effective as of March 6, 2026, with trading on the Nasdaq Stock Market commencing on a post-split basis at the open of business on that date.
Investor Verification Checklist
- Verify the post-split share count and the cash settlement amount for any fractional shares held.
- Confirm the updated CUSIP number (88165K200) with your broker or transfer agent.
- Review the adjusted exercise prices and share quantities for any outstanding warrants (TVGNW) or convertible preferred stock.
- Monitor the stock price performance on the Nasdaq Stock Market following the March 6, 2026, effective date.