Initial Registration Statement for Employee Benefit Plan (Form S-8)

As filed with the Securities and Exchange Commission on May 1, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Tevogen Bio Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware		98-1597194
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
15 Independence Boulevard, Suite #410 Warren, New Jersey 07059		07059
(Address of Principal Executive Offices)		(Zip Code)

Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan

(Full title of the plan)

Ryan Saadi

Chief Executive Officer

Tevogen Bio Holdings Inc.

15 Independence Boulevard, Suite #410

Warren, New Jersey 07059

(Name and address of agent for service)

(877) 838-6436

(Telephone number, including area code, of agent for service)

Copies to:

William I. Intner

J. Nicholas Hoover

Hogan Lovells US LLP

100 International Drive, Suite 2000

Baltimore, Maryland 21202

(410) 659-2700

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Tevogen Bio Holdings Inc. (the "Company") is filing this registration statement with the Securities and Exchange Commission (the "SEC") to register the sale and issuance of up to 8,899,568 additional shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), authorized for issuance pursuant to awards under the Company's 2024 Omnibus Incentive Plan (the "Plan"), pursuant to the provisions of the Plan providing for an automatic increase in the number of shares of Common Stock reserved and available for issuance under the Plan on January 1, 2025. The Company previously registered the sale of shares of Common Stock under the Plan on a registration statement on Form S-8 filed with the SEC on June 10, 2024 (File No. 333-280075) (the "Prior Registration Statement").

Pursuant to General Instruction E to Form S-8, this registration statement hereby incorporates by reference the contents of the Prior Registration Statement except as set forth below.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit
Number		Description
4.1		Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on February 14, 2024 (File No. 001-41002))
4.2		Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on April 25, 2025 (File No. 001-41002))
5.1		Opinion of Hogan Lovells US LLP*
23.1		Consent of KPMG LLP, independent registered public accounting firm*
23.2		Consent of Hogan Lovells US LLP (included in Exhibit 5.1)*
24		Power of Attorney (included on signature page)
99.1		Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.8 filed with the Company's Current Report on Form 8-K filed on February 14, 2024)
99.2		Form of Restricted Stock Unit Agreement under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.2 to the Company's Registration Statement on Form S-8 (File No. 333-280075) filed with the SEC on June 10, 2024)
107		Filing Fee Table*

*	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warren, State of New Jersey, on this 1st day of May, 2025.

TEVOGEN BIO HOLDINGS INC.
By:	/s/ Ryan Saadi
	Ryan Saadi
	Chief Executive Officer and Chairperson of the Board of Directors

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Ryan Saadi and Kirti Desai, and each of them, such person's true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and any registration statement relating to the offering covered by this registration statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or such person's substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Ryan Saadi		Chief Executive Officer and Chairperson of the Board of Directors		May 1, 2025
Ryan Saadi		(Principal Executive Officer)
/s/ Kirti Desai		Chief Financial Officer		May 1, 2025
Kirti Desai		(Principal Financial Officer and Principal Accounting Officer)
/s/ Jeffrey Feike		Director		May 1, 2025
Jeffrey Feike
/s/ Dr. Keow Lin Goh		Director		May 1, 2025
Dr. Keow Lin Goh
/s/ Dr. Curtis Patton		Director		May 1, 2025
Dr. Curtis Patton
/s/ Susan Podlogar		Director		May 1, 2025
Susan Podlogar
/s/ Victor Sordillo		Director		May 1, 2025
Victor Sordillo