Tevogen Bio Holdings Files 8-K on Material Agreement

TL;DR

Tevogen Bio Holdings filed an 8-K on 3/27, reporting a material agreement and charter amendments.

AI Summary

Tevogen Bio Holdings Inc. filed an 8-K on March 27, 2024, reporting on a material definitive agreement and amendments to its articles of incorporation. The company, formerly Semper Paratus Acquisition Corp, is incorporated in Delaware and operates in the biological products sector.

Why It Matters

This filing indicates significant corporate actions and agreements by Tevogen Bio Holdings, which could impact its business operations and strategic direction.

Risk Assessment

Risk Level: medium — Filings of this nature can signal significant corporate changes or agreements that may carry inherent risks for investors.

Key Players & Entities

• Tevogen Bio Holdings Inc. (company) — Registrant
• Semper Paratus Acquisition Corp (company) — Former company name
• March 27, 2024 (date) — Date of earliest event reported

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-k.htm (8-K) — 62KB
• ex3-1.htm (EX-3.1) — 92KB
• ex10-1.htm (EX-10.1) — 38KB
• 0001493152-24-012650.txt ( ) — 436KB
• lgst-20240327.xsd (EX-101.SCH) — 4KB
• lgst-20240327_def.xml (EX-101.DEF) — 26KB
• lgst-20240327_lab.xml (EX-101.LAB) — 36KB
• lgst-20240327_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 6KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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. 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 the Company's common stock. Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On March 28, 2024, the Company filed the Certificate of Designation of Series A-1 Preferred Stock (the "Series A-1 Certificate of Designation") with the Delaware Secretary of State, creating the Series A-1 Preferred Stock and establishing the rights, preferences and other terms of the Series A-1 Preferred Stock, and issued the Series A-1 Preferred Stock. A summary of the material terms of the Series A-1 Certificate of Designation is set forth below. Security Series A-1 Preferred Stock, par value $0.0001 per share Ranking, with respect to rights as to as to dividends, distributions, redemptions and payments upon the liquidation,

View Full Filing

View this 8-K filing on SEC EDGAR