UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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EXPLANATORY NOTE
This Amendment No. 2 (this “Amendment”) to the Current Report on Form 8-K originally filed with the Securities and Exchange Commission (the “SEC”) by Tevogen Bio Holdings Inc., a Delaware corporation (“Tevogen Holdings”), on February 14, 2024, and amended by Amendment No. 1 filed with the SEC on February 20, 2024 (as amended, the “Original Report”), is being filed for the purpose of supplementing the Original Report to include (i) the financial statements of Tevogen Bio Inc (n/k/a Tevogen Bio Inc.) (“Tevogen Bio”) as of and for the years ended December 31, 2023 and 2022, (ii) the related Management’s Discussion and Analysis of Financial Condition and Results of Operations of Tevogen Bio as of and for the years ended December 31, 2023 and 2022, and (iii) the pro forma condensed combined financial information of Tevogen Holdings and Tevogen Bio as of and for the year ended December 31, 2023. This Amendment does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at Tevogen Holdings or its subsidiaries subsequent to the filing of the Original Report.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The financial statements of Tevogen Bio as of and for the years ended December 31, 2023 and 2022, and the related notes thereto, are attached to this Amendment as Exhibit 99.1 and are incorporated herein by reference.
Also included as Exhibit 99.2 and incorporated herein by reference is the Management’s Discussion and Analysis of Financial Condition and Results of Operations of Tevogen Bio as of and for the years ended December 31, 2023 and 2022.
(b) Pro Forma Financial Information.
The pro forma financial information of Tevogen Holdings and Tevogen Bio as of and for the year ended December 31, 2023 are attached to this Amendment as Exhibit 99.3 and are incorporated herein by reference.
(d) Exhibits.
Exhibit Number |
Description | |
| 99.1 | Audited financial statements of Tevogen Bio Inc as of and for the years ended December 31, 2023 and 2022. | |
| 99.2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations of Tevogen Bio Inc as of and for the years ended December 31, 2023 and 2022. | |
| 99.3 | Unaudited pro forma condensed combined financial information of Tevogen Bio Holdings Inc. and Tevogen Bio Inc as of and for the year ended December 31, 2023. | |
| 104 | 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: April 26, 2024 | By: | /s/ Ryan Saadi |
| Name: | Ryan Saadi | |
| Title: | Chief Executive Officer | |
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