Tevogen Bio Holdings Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Tevogen Bio Holdings Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

TEVOGEN BIO HOLDINGS INC.

15 Independence Boulevard, Suite #210

Warren, New Jersey

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD AT 11 A.M. EASTERN TIME ON FEBRUARY 19, 2026

MEETING LOCATION:

www.virtualshareholdermeeting.com/TVGN2026SM

Dear Tevogen Bio Holdings Inc. Stockholder:

You are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of Tevogen Bio Holdings Inc. (the “Company”). The Special Meeting will be held on February 19, 2026, commencing at 11:00 a.m. Eastern Time, and will be a completely virtual meeting of stockholders. We expect to commence mailing these proxy materials to our stockholders on or about January 26, 2026.

The items of business for the Special Meeting are to:

The Board of Directors recommends that you voteFOR Proposal 1.

The Board of Directors recommends that you voteFOR Proposal 2.

We will also transact any other business as may properly come before the meeting or any adjournment or postponement thereof.

Notwithstanding approval of the Reverse Stock Split Proposal by our stockholders, our Board of Directors reserves the right to elect not to proceed with implementing the Reverse Stock Split Proposal at any time prior to the date on which the amendment to our certificate of incorporation becomes effective pursuant to the Delaware General Corporation Law, if the Board of Directors determines, in its sole discretion, that the Reverse Stock Split Proposal is no longer in the best interests of the Company or its stockholders.

The Special Meeting will be held only via live webcast. We believe that the virtual meeting format expands stockholder access and participation and improves communications.

You will be able to attend and participate in the Special Meeting online, vote your shares electronically, and submit your questions prior to and during the meeting by visiting:www.virtualshareholdermeeting.com/TVGN2026SM. To vote at the meeting, you must have your control number that is shown on your voting instruction form or proxy card. We encourage you to access the Special Meeting prior to the start time to allow ample time for online check-in. The website will be open for check-in beginning at 10:45 a.m. Eastern Time on the date of the Special Meeting.

Only stockholders of record at the close of business on January 21, 2026 are entitled to notice of and to vote at the Special Meeting. Any person who was not a stockholder as of the record date may attend the Special Meeting as an observer but will not be able to vote or ask questions.

We encourage you to attend the Special Meeting, but it is important that your shares are represented at the Special Meeting whether or not you plan to attend. To ensure that you will be represented, we ask you to vote online, by mail, or by phone as soon as possible, using one of the methods below.

Your Vote is Important

We encourage all stockholders of record to read the attached proxy statement with care and vote right away using any of the following methods, even if they intend to attend the Special Meeting. If you plan to vote during the Special Meeting, you may do so if you enter your “control number.” The control number is a 16-digit number that you can find in your voting instruction form (if you are a beneficial owner who received proxy materials by mail) or proxy card (if you are a stockholder of record who received proxy materials by mail), as applicable, at the time you log into the meeting atwww.virtualshareholdermeeting.com/TVGN2026SM. Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to vote at the meeting, you may need to obtain a proxy issued in your name from that record holder. Please contact your broker, bank, or other nominee for information about specific requirements if you would like to vote your shares at the meeting.

To vote online atwww.proxyvote.com, have the 16-digit control number available and then follow the instructions. Beneficial owners who do not have a control number should follow the instructions provided on the voting instruction card or otherwise provided by your bank, broker, or other nominee.

Tevogen Bio Holdings Inc.

By order of the Board of Directors,

Dr. Ryan Saadi

Chairperson of the Board of Directors, Director, and Chief Executive Officer

Warren, New Jersey, USA

January 26, 2026

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