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UNITED STATES

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): February 14, 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 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

 

On February 14, 2024, Tevogen Bio Holdings Inc. (the “Company”) adopted a Code of Business Conduct and Ethics (the “Code”) applicable to all officers, directors, and employees of the Company, including its Chief Executive Officer, Chief Financial Officer, and other executive officers. The Code is designed to deter wrongdoing and to promote honest and ethical conduct, full, fair, accurate, timely, and understandable disclosure in the Company’s public communications, compliance with applicable laws, rules, and regulations, protection of Company assets, prompt internal reporting of Code violations, and accountability for adherence to the Code. The foregoing description of the Code is qualified in its entirety by reference to the text of the Code, a copy of which is filed as Exhibit 14.1 to this report and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit  

Description

14.1   Code of Business Conduct and Ethics.
104.1   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Tevogen Bio Holdings Inc.
     
Date: February 21, 2024 By: /s/ Ryan Saadi
  Name: Ryan Saadi
  Title: Chief Executive Officer

 

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