Tevogen Bio Holdings Files S-1/A Amendment

TL;DR

Tevogen Bio Holdings (TVGN) filed an S-1/A. Watch for updates.

AI Summary

Tevogen Bio Holdings Inc. filed an S-1/A amendment on July 23, 2024, related to its previous filing as Semper Paratus Acquisition Corp. The company, focused on biological products, is based in Warren, NJ, and its fiscal year ends on December 31st. This filing is part of its ongoing regulatory process.

Why It Matters

This S-1/A filing indicates ongoing regulatory activity for Tevogen Bio Holdings, which could signal future corporate actions or financial disclosures relevant to investors.

Risk Assessment

Risk Level: medium — S-1/A filings are routine but can precede significant corporate events, making them important for monitoring potential shifts in company strategy or financial health.

Key Numbers

• 333-280414 — SEC File Number (Associated SEC file number for Tevogen Bio Holdings Inc.)
• 241135440 — Film Number (Associated film number for the filing)

Key Players & Entities

• Tevogen Bio Holdings Inc. (company) — Filer of the S-1/A
• Semper Paratus Acquisition Corp (company) — Former name of Tevogen Bio Holdings Inc.
• 0001493152-24-028834 (filing_id) — Accession number for the S-1/A filing
• 20240723 (date) — Filing date of the S-1/A
• 15 Independence Boulevard, Suite 410, Warren, NJ 07059 (address) — Business and mailing address of Tevogen Bio Holdings Inc.

FAQ

Key Financial Figures

• $0.001 — 4,978 shares of common stock, par value $0.001 per share (the "Common Stock"), upon th
• $10.00 — vate Placement") of units at a price of $10.00 per unit, with each unit consisting of
• $1 — sor, for an aggregate purchase price of $1.00, (ii) 174,000 shares of Common Stock
• $1,651,000 — tending loans in an aggregate amount of $1,651,000, (iv) 500,000 shares of Common Stock is
• $24.0 million — principal amount totaling approximately $24.0 million and accrued interest totaling approxima
• $2.9 million — accrued interest totaling approximately $2.9 million at the time of the Business Combination
• $4.00 — referred Stock at a conversion price of $4.00 per share, (viii) 600,000 shares of Com
• $207 million — ive up to an aggregate of approximately $207 million from the cash exercise of the Warrants.
• $11.50 — ercise price of each of our Warrants is $11.50 per warrant. However, the last reported
• $0.77 — f our Common Stock on July 22, 2024 was $0.77. The likelihood that holders of Warrant
• $0.03 — the closing price for our Warrants was $0.03. We will bear all costs, expenses and
• $1.00 — ntaining a minimum closing bid price of $1.00 per share pursuant to Nasdaq Listing Ru

Filing Documents

• forms-1a.htm (S-1/A) — 3520KB
• ex5-1.htm (EX-5.1) — 22KB
• ex23-1.htm (EX-23.1) — 4KB
• ex23-2.htm (EX-23.2) — 3KB
• forms-1_001.jpg (GRAPHIC) — 10KB
• form10-k_002.jpg (GRAPHIC) — 117KB
• form10-k_003.jpg (GRAPHIC) — 74KB
• form10-k_004.jpg (GRAPHIC) — 58KB
• form10-k_005.jpg (GRAPHIC) — 112KB
• form10-k_006.jpg (GRAPHIC) — 119KB
• form10-k_007.jpg (GRAPHIC) — 69KB
• form10-k_008.jpg (GRAPHIC) — 26KB
• form10-k_009.jpg (GRAPHIC) — 117KB
• form10-k_010.jpg (GRAPHIC) — 54KB
• ex5-1_001.jpg (GRAPHIC) — 2KB
• 0001493152-24-028834.txt ( ) — 12966KB
• tvgn-20240331.xsd (EX-101.SCH) — 75KB
• tvgn-20240331_cal.xml (EX-101.CAL) — 71KB
• tvgn-20240331_def.xml (EX-101.DEF) — 420KB
• tvgn-20240331_lab.xml (EX-101.LAB) — 487KB
• tvgn-20240331_pre.xml (EX-101.PRE) — 459KB
• forms-1a_htm.xml (XML) — 1186KB

USE OF PROCEEDS

USE OF PROCEEDS 49 DIVIDEND POLICY 50 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 51

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 63

BUSINESS

BUSINESS 77 MANAGEMENT 107 EXECUTIVE AND DIRECTOR COMPENSATION 114 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 124 PRINCIPAL STOCKHOLDERS 129 REGISTERED HOLDERS 131 DESCRIPTION OF OUR SECURITIES 133 PLAN OF DISTRIBUTION 143 LEGAL MATTERS 146 EXPERTS 147 WHERE YOU CAN FIND MORE INFORMATION 148 INDEX TO FINANCIAL STATEMENTS F-1 i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the United States Securities and Exchange Commission (the "SEC") using a "shelf" registration process. We will not receive any proceeds from the sale by the Registered Holders of the securities offered by them described in this prospectus. This prospectus also relates to the issuance by us of the shares of Common Stock issuable upon the exercise of the Warrants. We will not receive any proceeds from the sale of shares of Common Stock underlying the Warrants pursuant to this prospectus, except with respect to amounts received by us upon the exercise of the Warrants for cash. We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part that may contain material information relating to these offerings. The prospectus supplement or post-effective amendment may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the prospectus supplement or post-effective amendment, as applicable. Before purchasing any securities, you should carefully read this prospectus, any post-effective amendment, and any applicable prospectus supplement, together with the additional information described under the heading " Where You Can Find More Information ." Neither we nor the Registered Holders have authorized anyone to provide you wit

View Full Filing

View this S-1/A filing on SEC EDGAR