Tevogen Bio Holdings Files 8-K Amendment

TL;DR

Tevogen Bio Holdings filed an 8-K amendment, mostly procedural, no new drama.

AI Summary

Tevogen Bio Holdings Inc. filed an amendment (Amendment No. 3) to its Form 8-K on May 30, 2024, related to events reported as of February 14, 2024. The filing primarily concerns financial statements and exhibits, with no specific new financial figures or material events detailed in the provided text.

Why It Matters

This amendment updates previous filings, indicating ongoing regulatory and reporting processes for Tevogen Bio Holdings Inc. without introducing new material information in this specific amendment.

Risk Assessment

Risk Level: low — The filing is an amendment to a previous report and does not introduce new material events or financial changes, making the immediate risk level low.

Key Players & Entities

• Tevogen Bio Holdings Inc. (company) — Registrant
• Semper Paratus Acquisition Corp (company) — Former company name
• 001-41002 (company) — SEC File Number
• 98-1597194 (company) — IRS Employer Identification No.

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

Filing Documents

• form8-ka.htm (8-K/A) — 70KB
• ex99-1.htm (EX-99.1) — 213KB
• 0001493152-24-021990.txt ( ) — 530KB
• tvgn-20240214.xsd (EX-101.SCH) — 4KB
• tvgn-20240214_def.xml (EX-101.DEF) — 26KB
• tvgn-20240214_lab.xml (EX-101.LAB) — 36KB
• tvgn-20240214_pre.xml (EX-101.PRE) — 25KB
• form8-ka_htm.xml (XML) — 6KB

financial statements of Tevogen Bio in any other way or otherwise amend

financial statements of Tevogen Bio in any other way or otherwise amend any item of the Report other than to set forth the complete text of Item 9.01 as amended. Item 9.01. Financial Statements and Exhibits. (a)

Financial Statements of Business Acquired

Financial Statements of Business Acquired. The financial statements of Tevogen Bio as of and for the years ended December 31, 2023 and 2022, and the related notes thereto, are attached to this Amendment as Exhibit 99.1 and are incorporated herein by reference. Also included as Exhibit 99.2 and incorporated herein by reference is the Management's Discussion and Analysis of Financial Condition and Results of Operations of Tevogen Bio as of and for the years ended December 31, 2023 and 2022. (b) Pro Forma Financial Information. The pro forma financial information of Tevogen Holdings and Tevogen Bio as of and for the year ended December 31, 2023 are attached to this Amendment as Exhibit 99.3 and are incorporated herein by reference. (d) Exhibits. Exhibit Number Description 2.1 Agreement and Plan of Merger, dated June 28, 2023, by and among Semper Paratus Acquisition Corporation, Semper Merger Sub, Inc., SSVK Associates, LLC, Tevogen Bio Inc, and Ryan Saadi, in his capacity as seller representative (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on June 29, 2023 (File No. 001-41002)). 3.1 Certificate of Incorporation of Tevogen Bio Holdings Inc. 3.2 Bylaws of Tevogen Bio Holdings Inc. 4.1 Warrant Agreement, dated November 3, 2021, by and between Semper Paratus Acquisition Corporation and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on November 8, 2021 (File No. 001-41002)). 4.2 Convertible Promissory Note, dated January 22, 2021, by and between Tevogen Bio Inc and HMP Partners, LLC, as amended. 4.3 Convertible Promissory Note, dated October 18, 2021, by and between Tevogen Bio Inc and HBP Investors LLC, as amended (incorporated by reference to Exhibit 4.6 to Amendment No. 2 to the Registration Statement on Form S-4 (Registration No. 333-274519) (the " Form S-4 ") filed with the

financial statements of Tevogen Bio Inc as of and for the years ended December 31, 2023 and 2022

financial statements of Tevogen Bio Inc as of and for the years ended December 31, 2023 and 2022. 99.2 Management's Discussion and Analysis of Financial Condition and Results of Operations of Tevogen Bio Inc as of and for the years ended December 31, 2023 and 2022. 99.3 Unaudited pro forma condensed combined financial information of Tevogen Bio Holdings Inc. and Tevogen Bio Inc as of and for the year ended December 31, 2023. 104.1* Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith. Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. + Indicates management contract or compensatory plan. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Tevogen Bio Holdings Inc. Date: May 30, 2024 By: /s/ Ryan Saadi Name: Ryan Saadi Title: Chief Executive Officer 3

View Full Filing

View this 8-K/A filing on SEC EDGAR