Tevogen Bio Holdings Files 8-K/A Amendment

TL;DR

Tevogen Bio Holdings filed an 8-K/A amendment, updating material agreements and equity sales.

AI Summary

Tevogen Bio Holdings Inc. filed an 8-K/A amendment on April 10, 2024, related to events on March 27, 2024. The filing includes information on a material definitive agreement, unregistered sales of equity securities, and amendments to its articles of incorporation. It also contains financial statements and exhibits.

Why It Matters

This amendment provides updated information and disclosures regarding material agreements and equity sales, which could impact investor understanding of the company's financial and corporate structure.

Risk Assessment

Risk Level: medium — Amendments to material definitive agreements and unregistered equity sales can indicate significant corporate actions or financial adjustments that warrant investor scrutiny.

Key Numbers

• 20240327 — Date of earliest event (Reporting period for the amendment)
• 20240410 — Filing Date (Date the amendment was submitted)

Key Players & Entities

• Tevogen Bio Holdings Inc. (company) — Filer
• Semper Paratus Acquisition Corp (company) — Former company name
• 001-41002 (company) — SEC File Number
• 0001860871 (company) — Central Index Key

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share TVGN The Nasdaq Stock Mar
• $11.50 — sable for one share of Common Stock for $11.50 per share TVGNW The Nasdaq Stock Ma
• $2.0 million — pany for an aggregate purchase price of $2.0 million. On March 27, 2024, the Company and the
• $6.0 million — pany for an aggregate purchase price of $6.0 million. The shares of Series A-1 Preferred S
• $5.00 — very of the call notice is greater than $5.00 per share and there is an effective res
• $10,000 — nd winding up. Original Issue Price $10,000 per share of Series A-1 Preferred Stock
• $10,000.00 — call the Series A-1 Preferred Stock for $10,000.00 per share plus any Accruing Dividends a

Filing Documents

• form8-ka.htm (8-K/A) — 65KB
• 0001493152-24-014240.txt ( ) — 286KB
• tvgn-20240327.xsd (EX-101.SCH) — 4KB
• tvgn-20240327_def.xml (EX-101.DEF) — 26KB
• tvgn-20240327_lab.xml (EX-101.LAB) — 36KB
• tvgn-20240327_pre.xml (EX-101.PRE) — 25KB
• form8-ka_htm.xml (XML) — 6KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2024 Tevogen Bio Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-41002 85-1284695 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 15 Independence Boulevard , Suite #410 Warren , New Jersey 07059 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (877) 838-6436 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.0001 per share TVGN The Nasdaq Stock Market LLC Warrants, each exercisable for one share of Common Stock for $11.50 per share TVGNW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). 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 13(a) of the Exchange Act. Explanatory Note On March 27, 2024, Tevogen Bio Holdings Inc. (the "Company") filed with the Securities and Exchange Commission a Current Report on Form 8-K (the "Original Filing"). The Company is filing this amendment to the Original Filing (this "Amendment") solely for the purpose of adding the item number and caption for Item 3.02, which were inadvertently omitted from the Original Filing, and incorporating by reference disclosure set forth under Item 1.01 in the Original Filing into the previously omitted Item 3.02. This Amendment hereby amends the Original Filing and, except as set forth herein, no other amendments to the Original Filing are made hereby. The full text of the Original Filing is repeated in this Amendment for convenience. Item 1.01. Entry into a Material Definitive Agreement. As previously disclosed, on February 14, 2024, the Company entered into a securities purchase agreement (the "Original Agreement") with an investor (the "Investor"), pursuant to which the Investor purchased 500 shares of Series A Preferred Stock of the Company for an aggregate purchase price of $2.0 million. On March 27, 2024, the Company and the Investor entered into an Amended and Restated Securities Purchase Agreement, pursuant to which the parties amended and restated the Original Agreement and the Investor agreed to purchase 600 shares of Series A-1 Preferred Stock of the Company for an aggregate purchase price of $6.0 million. The shares of Series A-1 Preferred Stock will be convertible into a total of 600,000 shares of the Company's common stock at the election of the holder. The Series A-1 Preferred Stock will be subject to a call right providing the Company the right to call the stock if the volume weighted average price of the common stock for the 20 days prior to delivery of the call notice is greater than $5.00 per share and there is an effective resale registration statement on file covering the underlying common stock. The Series A-1 Preferred Stock will be non-voting, will have no mandatory redemption, and will carry an annual 5% cumulative dividend, increasing by 2% each year, but which in no event shall exceed 15% per annum. The Company also agreed that so long as the Series A-1 Preferred Stock is outstanding, the Company will not, without the written consent of the holders of 50.1% of the Series A-1 Preferred Stock, amend, alter, or repeal any provision of the Company's certificate of incorporation or bylaws in a manner adverse to the Series A-1 Preferred Stock. The Series A-1 Preferred Stock is being sold in a transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The Investor is an entity associated with Dr. Manmohan Patel, an existing investor in the Company and beneficial owner of more than 5% of th

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