DEF: Tevogen Bio Holdings Inc. Announces 2025 Annual Meeting of Stockholders

Tevogen Bio Holdings Inc. will hold its 2025 Annual Meeting of Stockholders virtually on June 23, 2025, to elect directors and ratify the appointment of KPMG LLP as the company's independent registered public accounting firm.

Summary

• Tevogen Bio Holdings Inc. is holding its 2025 Annual Meeting of Stockholders on June 23, 2025, virtually.
• The meeting will include the election of two Class I directors, Jeffrey Feike and Dr. Curtis Patton, each for a three-year term.
• Stockholders will also vote to ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025.
• The Board of Directors recommends voting FOR the election of each director nominee and FOR the ratification of KPMG's appointment.
• Only stockholders of record as of April 30, 2025, are entitled to vote at the Annual Meeting.
• The company encourages stockholders to vote online, by mail, or by phone prior to the meeting.
• Tevogen Bio is a clinical-stage specialty immunotherapy company focused on developing off-the-shelf, precision T cell therapies.
• The company's lead product, TVGN 489, is being developed for COVID-19, with potential applications in Long COVID.
• Tevogen Bio completed a business combination on February 14, 2024, and changed its name to Tevogen Bio Holdings Inc.

Sentiment

Score: 6

Explanation: The document is neutral in tone, primarily focusing on procedural matters related to the annual meeting and corporate governance. While it highlights the company's pipeline and technology, it also discloses related-party transactions and a past material weakness, resulting in a moderate sentiment score.

Positives

• The company is developing TVGN 489, a T cell therapy for COVID-19, which has shown promising results in Phase 1 trials.
• The company is leveraging AI through its Tevogen.AI initiative to expedite drug development and improve patient outcomes.
• The Audit Committee is composed solely of independent directors, ensuring strong corporate governance.
• The company has adopted a code of business conduct and ethics and an insider trading policy to promote compliance and ethical behavior.
• KRHP LLC granted the Company $2,000,000 to further the Companys development of off-the-shelf, genetically unmodified precision T cell therapeutics to treat infectious diseases and cancers and has committed to granting the Company an additional $8,000,000.

Negatives

• The company is a controlled company, which means it is eligible for certain exemptions from Nasdaq corporate governance requirements.
• The company previously had a material weakness in internal control over financial reporting related to accounting for complex financial instruments and internal controls over collectability of amounts due from related parties.
• The company has engaged in several related-party transactions, including consulting agreements with family members of executives and loans from beneficial owners.
• The company has a history of losses and may require additional funding to continue operations.

Risks

• The company's forward-looking statements are subject to risks and uncertainties, including changes in global, regional, or local political, economic, business, competitive, market, regulatory, and other factors.
• The company's actual results may vary materially from what is expressed or implied by forward-looking statements.
• The company may not actually achieve the plans, intentions, or expectations disclosed in its forward-looking statements.
• The company's reliance on Dr. Saadi, as a majority stockholder and Chairperson, could pose a risk if his interests diverge from those of other stockholders.
• The company's related party transactions could create potential conflicts of interest.

Future Outlook

The company is planning a pivotal trial of TVGN 489 in COVID-19 patients with B cell malignancies, with studies of other highly vulnerable populations thereafter. TVGN 489 is also in preclinical development for treatment and prevention of Long COVID.

Management Comments

• We believe that the virtual meeting format expands stockholder access and participation and improves communications.
• We believe that sustainability and commercial success in the forthcoming era of medicine will rely on ensuring patient accessibility through advanced science, innovative business models and engagement across the development lifecycle and healthcare system.
• We believe the full potential of T cell therapies remains largely untapped and aspire to be the first biotechnology company offering commercially attractive, economically viable, and cost-effective personalized T cell therapies.
• We believe our allogeneic, precision T cell technology, ExacTcellTM, represents a significant scientific breakthrough with the potential to mainstream cell therapy with a new class of off-the-shelf manufactured and stored for immediate use T cell therapies with diverse applications across virology, oncology, and other areas.
• We believe these findings validate our initiative to develop off-the-shelf T cell therapies for outpatient administration, targeting diseases that affect large patient populations.

Industry Context

Tevogen Bio operates in the competitive biotechnology industry, focusing on T cell therapies, a field with significant potential but also high risks. The company's focus on off-the-shelf T cell therapies aims to address the limitations of personalized cell therapies, such as cost and scalability.

Comparison to Industry Standards

• Tevogen Bio's approach to off-the-shelf T cell therapies is similar to that of companies like Atara Biotherapeutics and Allogene Therapeutics, which are also developing allogeneic cell therapies.
• However, Tevogen Bio's focus on COVID-19 and Long COVID differentiates it from some competitors that are primarily focused on oncology.
• The company's reliance on related-party transactions is higher than industry standards for publicly traded companies, which typically have stricter controls and oversight of such transactions.
• The level of insider ownership, particularly Dr. Saadi's majority stake, is not uncommon in biotech companies, especially those founded by the CEO.

Related Party Transactions

• Judy Akhtar, wife of our Chairperson and Chief Executive Officer and majority stockholder Ryan Saadi, entered into a consulting agreement with Tevogen Bio pursuant to which she received a compensatory grant of restricted stock units (RSUs) in 2023 with an aggregate grant date fair value of $533,600 for advisory services provided to Tevogen Bio.
• Mehtaphoric Consulting Inc. (Mehtaphoric), a company controlled by Puja Mehta, daughter of our Chief Financial Officer and 5% stockholder Kirti Desai, entered into a consulting agreement with Tevogen Bio pursuant to which Mehtaphoric received a compensatory grant of RSUs in 2023 with an aggregate grant date fair value of $266,800 for information technology services provided to Tevogen Bio.
• In December 2024, the Company contracted with Dr. Manmohan Patel to provide advisory services to the Company in support of the Companys manufacturing development, including but not limited to identifying and developing real estate, establishing quality management processes, attracting and hiring an executive to lead operations, providing medical advice, and addressing government affairs and regulatory matters.
• In exchange for his consultation services, Dr. Patel was granted 6,000,000 RSUs, of which 2,000,000 vested immediately and 2,000,000 RSUs vested in each of January 2025 and February 2025, with an aggregate grant date fair value of $5,976,000.
• In January 2025, KRHP LLC (KRHP), a New Jersey limited liability company, granted the Company $2,000,000 to further the Companys development of off-the-shelf, genetically unmodified precision T cell therapeutics to treat infectious diseases and cancers.
• KRHP is affiliated with Dr. Patels spouse.
• On April 16, 2025, we entered into a Master Services and Facilities Agreement (the MSA) with CD 8 Technology Services LLC (CD8).
• CD8 is associated with Dr. Patel.

Stakeholder Impact

• Shareholders are asked to vote on key decisions regarding the company's leadership and financial oversight.
• Employees are affected by executive compensation decisions and the company's overall performance.
• The company's success in developing T cell therapies could benefit patients with infectious diseases and cancers.
• The company's related-party transactions could raise concerns about fairness and transparency for all stakeholders.

Next Steps

• Stockholders should vote on the director nominees and the ratification of the independent registered public accounting firm.
• The company will hold its Annual Meeting on June 23, 2025.
• The company will continue to develop TVGN 489 and its Tevogen.AI initiative.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Board of Directors, Director Election, KPMG, Tevogen Bio, Corporate Governance, Related Party Transactions, Executive Compensation, TVGN 489, COVID-19, Immunotherapy