Tevogen Inc.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On August 26, 2026, upon the recommendation of the Board and approval by the Company’s stockholders at the Annual Meeting, the Company filed a Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to permit the Company’s stockholders to act by written consent in lieu of a meeting, effective immediately upon filing with the with the Secretary of State of the State of Delaware. The Certificate of Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders. As of July 23, 2026, the date of record for determining the stockholders entitled to vote on the proposals presented at the Annual Meeting, there were 6,416,540 shares of the Company’s Common Stock, issued and outstanding and entitled to vote at the Annual Meeting. The holders of 5,956,141 shares of issued and outstanding Common Stock were represented in person or by proxy at the Annual Meeting, constituting a quorum. The vote results detailed below represent final results as certified by the inspector of elections. Proposal No. 1 - Election of Directors. The Company’s stockholders elected to the Board of Directors of the Company the following persons to serve as Class II directors for a term of three years each and until their respective successors are duly elected and qualified or until their earlier death, disqualification, resignation, or removal: Votes Votes Abstentions Broker For Against Non-Votes ──────────────────────────────────────────────────────────────────────────── Dr. 5,397,703 22,265 2,653 533,520 Keow Lin Goh Victor 5,395,249 24,751 2,621 533,520 Sordillo Proposal No. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm. The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes regarding this proposal were as follows: Votes Votes Abstentions Broker For Against Non-Votes ────────────────────────────────────────────────────────── 5,939,035 14,666 2,440 0 Proposal No. 3 - 2024 Plan Amendment Proposal The Company’s stockholders approved the Plan Amendment. The votes regarding this proposal were as follows: Votes Votes Abstentions Broker For Against Non-Votes ────────────────────────────────────────────────────────── 5,322,668 98,744 1,209 533,520 Proposal No. 4 - Amendment to the Charter Proposal The Company’s stockholders approved the amendment to the Company’s Certificate of Incorporation of the Company to permit stockholders to act by written consent in lieu of a meeting. The votes regarding this proposal were as follows: Votes Votes Abstentions Broker For Against Non-Votes ────────────────────────────────────────────────────────── 5,382,051 38,005 2,565 533,520