Tevogen Bio Holdings Inc. Enters Material Definitive Agreement

TL;DR

Tevogen Bio (TVGN) signed a big deal on May 10th. Details to follow.

AI Summary

Tevogen Bio Holdings Inc. announced on May 10, 2024, that it entered into a material definitive agreement. The company, formerly known as Semper Paratus Acquisition Corp., is incorporated in Delaware and operates in the biological products sector.

Why It Matters

This filing indicates a significant new contract or partnership for Tevogen Bio Holdings, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement is a significant event that could carry substantial risks and rewards, depending on the nature of the agreement.

Key Players & Entities

• Tevogen Bio Holdings Inc. (company) — Registrant
• May 10, 2024 (date) — Date of earliest event reported
• Semper Paratus Acquisition Corp. (company) — Former company name
• Delaware (jurisdiction) — State of incorporation

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
• $36.0 million — er will agree to lend the Company up to $36.0 million (the "Maximum Loan Amount") and (ii) a
• $14.0 million — ion for the Lender to purchase at least $14.0 million of the Company's common stock in a futu
• $1.0 million — mpany will be permitted to borrow up to $1.0 million per calendar month in a single draw, wi
• $1.50 — of the Company's common stock priced at $1.50 per share, and each draw will mature 48
• $10.00 — date such price first reaches at least $10.00 per share (the "Threshold Price Date")

Filing Documents

• form8-k.htm (8-K) — 47KB
• 0001493152-24-020275.txt ( ) — 263KB
• tvgn-20240510.xsd (EX-101.SCH) — 4KB
• tvgn-20240510_def.xml (EX-101.DEF) — 26KB
• tvgn-20240510_lab.xml (EX-101.LAB) — 36KB
• tvgn-20240510_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): May 10, 2024 Tevogen Bio Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-41002 98-1597194 (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. On May 10, 2024, Tevogen Bio Holdings Inc. (the "Company") entered into a binding term sheet (the "Term Sheet") setting forth the Company's principal understanding and agreement with The Patel Family, LLP (the "Lender") with respect to (i) an unsecured line of credit facility (the "Facility") pursuant to which the Lender will agree to lend the Company up to $36.0 million (the "Maximum Loan Amount") and (ii) a contingent option for the Lender to purchase at least $14.0 million of the Company's common stock in a future private placement (the "PIPE"). The Company agreed with the Lender to execute a definitive agreement with respect to the transactions (the "Transaction Agreement") by no later than June 14, 2024. Under the Facility, the Company will be permitted to borrow up to $1.0 million per calendar month in a single draw, with the first such draw eligible to be made in the calendar month that the Company enters into the Transaction Agreement. The Company will be permitted to make borrowing requests under the Facility until the earlier of the 35th calendar month after the Company enters into the Transaction Agreement and such time as the Company has received the proceeds from the PIPE and no amounts remain available and undrawn under the Facility. Each draw under the Facility will accrue interest at a fixed rate of the lower of (i) daily SOFR plus 2.00% per annum, measured on the date the draw is deposited into the Company's bank account (the "Deposit Date"), and (ii) 7.00%, accruing quarterly beginning on the Deposit Date and payable quarterly beginning on the three-month anniversary of the Deposit Date. Interest will be payable in shares of the Company's common stock priced at $1.50 per share, and each draw will mature 48 months after the Deposit Date. Prepayment will be permitted without penalty. The Company may repay or prepay any amount of outstanding principal balance under the Facility at the Company's election in cash or in shares of common stock priced at the greater of $1.50 per share and the closing price of the common stock on the day immediately preceding such payment, provided that the Company may not make any such repayment or prepayment in common stock in the absence of an effective resale registration statement with respect to such shares. The Company will be permitted to terminate its ability to make draws under the Facility at its discretion upon written notice to the Lender. In addition to the Facility, the Transaction Agreement will provide the Lender with an option to purchase in a private placement $14.0 million of shares of the Company's common stock plus an additional amount of common stock of up to the total then-remaining available and undrawn portion of the Maximum Loan Amount (which

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View this 8-K filing on SEC EDGAR