Tevogen Bio Holdings Inc. Reports Material Definitive Agreement

TL;DR

Tevogen Bio Holdings Inc. signed a new deal, took on debt, and sold stock. Big moves happening.

AI Summary

On June 6, 2024, Tevogen Bio Holdings Inc. entered into a material definitive agreement, creating a direct financial obligation. The company also reported on the unregistered sales of equity securities. This filing details significant financial and contractual events for the company.

Why It Matters

This filing indicates Tevogen Bio Holdings Inc. has entered into a new financial obligation and engaged in equity sales, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and unregistered sales of equity, which can introduce financial risks and dilution concerns.

Key Players & Entities

• Tevogen Bio Holdings Inc. (company) — Registrant
• Semper Paratus Acquisition Corp (company) — Former company name

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 — Lender agreed 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, par valu
• $1.0 million — he Company is permitted to borrow up to $1.0 million per calendar month in a single monthly
• $1.50 — f Common Stock at an effective price of $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")
• $10 — ion based on a Trailing VWAP of exactly $10.00, a maximum of 33.72 million shares o
• $0 — Stock they are issued in lieu of minus $0.0001, and will have an exercise price o

Filing Documents

• form8-k.htm (8-K) — 55KB
• ex10-1.htm (EX-10.1) — 337KB
• 0001493152-24-023483.txt ( ) — 666KB
• tvgn-20240606.xsd (EX-101.SCH) — 4KB
• tvgn-20240606_def.xml (EX-101.DEF) — 26KB
• tvgn-20240606_lab.xml (EX-101.LAB) — 36KB
• tvgn-20240606_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): June 6, 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 June 6, 2024, Tevogen Bio Holdings Inc. (the "Company") entered into a Loan Agreement (the "Agreement") with The Patel Family, LLP (the "Lender") providing for (i) an unsecured line of credit facility (the "Facility") pursuant to which the Lender agreed 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, par value $0.0001 per share ("Common Stock"), in a future private placement (the "PIPE"). Under the Facility, the Company is permitted to borrow up to $1.0 million per calendar month in a single monthly draw, with the first such draw eligible to be made in June 2024. The Company is permitted to make monthly borrowing requests under the Facility until the earlier of May 2027 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 will accrue interest at a rate per annum equal to the lower of (i) the secured overnight financing rate published on the business day immediately preceding the date such draw is disbursed (each, a "Deposit Date"), by the Federal Reserve Bank of New York ("FRBNY"), as administrator of the benchmark (or a successor administrator), on FRBNY's website (or any successor source) plus 2.00%, and (ii) 7.00%, accruing quarterly beginning on the Deposit Date and payable quarterly beginning on the three-month anniversary of the applicable Deposit Date. Interest will be payable in shares of Common Stock at an effective price of $1.50 per share, and each draw will mature 48 months after the Deposit Date for such draw. 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 at an effective price of the greater of $1.50 per share and the 10-day trailing volume weighted average price of the Common Stock (the "Trailing VWAP") as of the trading day prior to payment, subject to certain requirements related to resale registration. The Company will be permitted to terminate its ability to make draws under the Facility at its discretion upon at least one business day's prior notice to the Lender. In addition to the Facility, the Agreement provides the Lender with an option to purchase in a private placement $14.0 million of shares of 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 amount would thereafter no longer be available under the Facility). The PIPE will be priced at a 30% discount to Trailing VWAP on the date such price first reaches at leas

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