Tevogen Inc. Reports Annual Meeting Actions: Consent Rights, Plan Increase

What Happened

• Tevogen Inc. held its Annual Meeting of stockholders on August 24, 2026. The company reported matters related to director departures/elections in Item 5.02 of the Form 8‑K.
• On August 26, 2026, Tevogen filed a Certificate of Amendment with the Delaware Secretary of State to allow stockholders to act by written consent in lieu of a meeting, effective upon filing.
• At the Annual Meeting stockholders approved an amendment to the Tevogen Inc. 2024 Omnibus Incentive Plan increasing the number of shares available for issuance under the plan by 100,000,000 shares (Amendment No. 2).

Key Details

• Annual Meeting date: August 24, 2026.
• Certificate of Amendment filed: August 26, 2026 — permits stockholder action by written consent.
• 2024 Omnibus Incentive Plan increase: +100,000,000 shares of common stock (Amendment No. 2).
• Relevant exhibits filed with the Form 8‑K: Certificate of Amendment (Exhibit 3.1) and Amendment No. 2 to the 2024 Plan (Exhibit 10.1).

Why It Matters

• Allowing written consent lets shareholders approve certain corporate actions without holding a formal meeting, which can speed decision‑making on routine or time‑sensitive matters.
• The 100,000,000‑share increase to the incentive plan expands the pool of stock available for awards to employees, directors and consultants. If and when those shares are issued, they would increase the total shares outstanding and could have a dilutive effect on existing shareholders.
• Investors should review the filed exhibits (the Certificate of Amendment and the full text of Amendment No. 2) and company disclosures for details on how and when additional awards might be granted and any related governance or compensation changes.