Tevogen Bio Holdings Files 8-K/A Amendment

TL;DR

Tevogen Bio Holdings filed an 8-K/A amendment on Aug 26 for Aug 20 events concerning material agreements and equity sales.

AI Summary

Tevogen Bio Holdings Inc. filed an amendment (8-K/A) on August 26, 2024, to report on events occurring on August 20, 2024. The filing pertains to the entry into a material definitive agreement and unregistered sales of equity securities. The company was formerly known as Semper Paratus Acquisition Corp. until May 5, 2021.

Why It Matters

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

Risk Assessment

Risk Level: medium — Amendments to 8-K filings often indicate significant corporate events or corrections, requiring careful investor review.

Key Players & Entities

• Tevogen Bio Holdings Inc. (company) — Registrant
• Semper Paratus Acquisition Corp. (company) — Former company name
• August 20, 2024 (date) — Earliest event date
• August 26, 2024 (date) — Filing date

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
• $6.0 million — pany for an aggregate purchase price of $6.0 million. The Agreement provides that the closin
• $4.0 million — ke place in two closings, the first for $4.0 million on August 30, 2024, and the second for
• $2.0 million — on August 30, 2024, and the second for $2.0 million on September 16, 2024. The shares of
• $0.6172 — ion option, subject to a floor price of $0.6172. To the extent that the issuance of sha

Filing Documents

• form8-ka.htm (8-K/A) — 46KB
• 0001493152-24-033873.txt ( ) — 265KB
• tvgn-20240820.xsd (EX-101.SCH) — 4KB
• tvgn-20240820_def.xml (EX-101.DEF) — 26KB
• tvgn-20240820_lab.xml (EX-101.LAB) — 36KB
• tvgn-20240820_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 (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 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 This Amendment No. 1 to the Current Report on Form 8-K originally filed with the Securities and Exchange Commission by Tevogen Bio Holdings Inc. (the "Company") on August 23, 2024 (the "Original 8-K"), is being filed to provide additional information in Item 1.01 with respect to the timing of the closing of the purchase of Series C Preferred Stock disclosed in the Original 8-K and to incorporate the additional information into Item 3.02. 2 Item 1.01 Entry into a Material Definitive Agreement. On August 21, 2024, the Company entered into a securities purchase agreement (the "Agreement") with an investor (the "Investor"), pursuant to which the Investor agreed to purchase 600 shares of Series C Preferred Stock of the Company for an aggregate purchase price of $6.0 million. The Agreement provides that the closing of the sale of the Series C Preferred Stock will take place in two closings, the first for $4.0 million on August 30, 2024, and the second for $2.0 million on September 16, 2024. The shares of Series C Preferred Stock will be convertible at the election of the holder, beginning six months after the date of issuance, into shares of the common stock, par value $0.0001 per share (the "Common Stock"), of the Company at a conversion price equal to the volume-weighted average price of the Common Stock for the 30 trading days immediately prior to the exercise of the holder's conversion option, subject to a floor price of $0.6172. To the extent that the issuance of shares of Common Stock pursuant to such conversion would result in the holder holding more than 9.99% of the Common Stock outstanding immediately following such issuance (the "Beneficial number of shares of Common Stock that would have otherwise been issued to the holder. Unless a holder of Series C Preferred Stock provides prior written consent to waive the Beneficial Ownership Limitation, and except as pre-funded warrants are issued in lieu of shares of Common Stock, the Company shall not effect any conversion and a holder shall not have the right to convert any shares of Series C Preferred Stock to the extent that such conversion would result in such holder exceeding the Beneficial Ownership Limitation. A holder may, upon written notice to the Company, increase or decrease the Beneficial Ownership Limitation provided that the Beneficial Ownership Limitation in no event shall exceed 19.99%. The Series C Preferred Stock will be subject to a call right providing the Company the right to call the stock at any time after the fifth anniversary of the date of issuance. The Series C Preferred Stock will be non-voting. The Series C Preferred Stock will carry an annual 7.5% cumulative dividend, compounded annually, beginning on the later of (1) September 30, 2024 and (

View Full Filing

View this 8-K/A filing on SEC EDGAR