Tevogen Bio Holdings Inc. Files 8-K with Key Corporate Updates

TL;DR

Tevogen Bio Holdings filed an 8-K detailing a material agreement, equity sales, director changes, and bylaw amendments.

AI Summary

Tevogen Bio Holdings Inc. announced on August 20, 2024, an entry into a material definitive agreement, potentially related to unregistered sales of equity securities. The company also reported changes in its board of directors and officers, along with amendments to its articles of incorporation or bylaws. Financial statements and exhibits were also filed.

Why It Matters

This 8-K filing indicates significant corporate actions at Tevogen Bio Holdings, including potential equity transactions and changes in leadership, which could impact the company's strategic direction and investor outlook.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, unregistered equity sales, and changes in directors/officers, suggesting potential volatility and requiring further investigation into the specifics.

Key Players & Entities

• Tevogen Bio Holdings Inc. (company) — Filer
• Semper Paratus Acquisition Corp (company) — Former company name
• 20240820 (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
• $6.0 million — pany for an aggregate purchase price of $6.0 million. The shares of Series C Preferred Sto
• $0.6172 — ion option, subject to a floor price of $0.6172. To the extent that the issuance of sha
• $10,000 — nd winding up. Original Issue Price $10,000 per share of Series C Preferred Stock.
• $10,000.00 — o call the Series C Preferred Stock for $10,000.00 per share plus any Accruing Dividends a

Filing Documents

• form8-k.htm (8-K) — 66KB
• ex3-1.htm (EX-3.1) — 96KB
• ex10-1.htm (EX-10.1) — 235KB
• 0001493152-24-033756.txt ( ) — 687KB
• 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-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): 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. Item 1.01 Entry into a Material Definitive Agreement. On August 21, 2024, Tevogen Bio Holdings Inc. (the "Company") entered into a securities purchase agreement (the "Agreement") with an investor (the "Investor"), pursuant to which the Investor purchased 600 shares of Series C Preferred Stock of the Company for an aggregate purchase price of $6.0 million. 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 (2) the date on which the Investor has paid the entirety of the purchase price under the Agreement and ending on the last business day of the calendar quarter ending September 30, 2034. Dividends will be payable in shares of Series C Preferred Stock or, at the election of the Company, in cash. The Company also agreed that so long as the Series C Preferred Stock is outstanding, the Company will not, without the written consent of the holders of 50.1% of the Series C Preferred Stock, amend, alter, or repeal any provision of the Company's certificate of incorporation or bylaws in a manner adverse to the Series C Preferred Stock. The Series C Preferred Stock is being sold in a tra

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