Tevogen 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 #410

Warren, New Jersey

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD AT 11 A.M. EASTERN TIME ON JUNE 23, 2025

MEETING LOCATION:

www.virtualshareholdermeeting.com/TVGN2025

Dear Tevogen Bio Holdings Inc. Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of the Stockholders (the “Annual Meeting”) of Tevogen Bio Holdings Inc. (the “Company”). The Annual Meeting will be held on June 23, 2025, commencing at 11:00 a.m. Eastern Time, and will be a completely virtual meeting of stockholders.

The items of business for the Annual Meeting are to:

The Board of Directors recommends that you voteFOR the election of each director nominee.

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.

The Annual 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 Annual Meeting online, vote your shares electronically, and submit your questions prior to and during the meeting by visiting:www.virtualshareholdermeeting.com/TVGN2025. To vote at the meeting, you must have your control number that is shown on your Notice of Internet Availability of Proxy Materials (“Notice”), voting instruction form, or proxy card. We encourage you to access the Annual 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 Annual Meeting.

Only stockholders of record at the close of business on April 30, 2025 are entitled to notice of and to vote at the Annual Meeting. Any person who was not a stockholder as of the record date may attend the Annual Meeting as an observer but will not be able to vote or ask questions.

We encourage you to attend the Annual Meeting, but it is important that your shares are represented at the Annual 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.

We expect to commence mailing these proxy materials to our security holders on or about April 30, 2025.

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 Annual Meeting. If you plan to vote during the Annual 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 Notice (if you received the proxy materials via electronic delivery), 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/TVGN2025. 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

April 30, 2025

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