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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 3)
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 |
|
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.
EXPLANATORY
NOTE
This
Amendment No. 3 (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, and Amendment No. 2 filed with the SEC on
April 29, 2024 (as amended, the “Report”), is being filed to remove a reference to auditing standards applicable to
private companies from the report of KPMG LLP included in the audited 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. This Amendment does not amend the
financial statements of Tevogen Bio in any other way or otherwise amend
any item of the Report other than to set forth the complete text of Item 9.01 as
amended.
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 |
2.1† |
|
Agreement
and Plan of Merger, dated June 28, 2023, by and among Semper Paratus Acquisition Corporation, Semper Merger Sub, Inc., SSVK Associates,
LLC, Tevogen Bio Inc, and Ryan Saadi, in his capacity as seller representative (incorporated by reference to Exhibit 2.1 to the Current
Report on Form 8-K filed with the SEC on June 29, 2023 (File No. 001-41002)). |
3.1 |
|
Certificate
of Incorporation of Tevogen Bio Holdings Inc. |
3.2 |
|
Bylaws of Tevogen Bio Holdings Inc. |
4.1 |
|
Warrant
Agreement, dated November 3, 2021, by and between Semper Paratus Acquisition Corporation and Continental Stock Transfer & Trust
Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on November
8, 2021 (File No. 001-41002)). |
4.2 |
|
Convertible
Promissory Note, dated January 22, 2021, by and between Tevogen Bio Inc and HMP Partners, LLC, as amended. |
4.3 |
|
Convertible
Promissory Note, dated October 18, 2021, by and between Tevogen Bio Inc and HBP Investors LLC, as amended (incorporated by reference
to Exhibit 4.6 to Amendment No. 2 to the Registration Statement on Form S-4 (Registration No. 333-274519) (the “Form S-4”)
filed with the SEC on November 22, 2023). |
4.4 |
|
Convertible
Promissory Note, dated March 14, 2022, by and between Tevogen Bio Inc and HMP Partners, LLC, as amended (incorporated by reference
to Exhibit 4.7 to Amendment No. 2 to the Form S-4). |
4.5 |
|
Convertible
Promissory Note, dated December 23, 2022, by and between Tevogen Bio Inc and The Patel Family, LLP, as amended (incorporated by reference
to Exhibit 4.8 to Amendment No. 2 to the Form S-4). |
4.6 |
|
Convertible
Promissory Note, dated February 3, 2023, by and between Tevogen Bio Inc and The Patel Family, LLP, as amended (incorporated by reference
to Exhibit 4.9 to Amendment No. 2 to the Form S-4). |
4.7 |
|
Convertible
Promissory Note, dated September 26, 2023, by and between Tevogen Bio Inc and HMP Partners, LLC (incorporated by reference to Exhibit
4.10 to Amendment No. 2 to the Form S-4). |
4.8 |
|
Convertible
Promissory Note, dated October 8, 2023, by and between Tevogen Bio Inc and HMP Partners, LLC (incorporated by reference to Exhibit
4.11 to Amendment No. 2 to the Form S-4). |
10.1 |
|
Service
Agreement, dated as of April 15, 2022, between Tevogen Bio Inc and CIC Innovation Communities, LLC (incorporated by reference to
Exhibit 10.15 to the Form S-4). |
10.2 |
|
Lease
Agreement, dated as of June 9, 2022, between Tevogen Bio Inc and Wanamaker Office Lease, LP (incorporated by reference to Exhibit
10.16 to the Form S-4). |
10.3 |
|
Lease
Agreement, dated as of February 14, 2022, between Tevogen Bio Inc and Mitsui Sumitomo Insurance Company of America (incorporated
by reference to Exhibit 10.17 to the Form S-4). |
10.4 |
|
Amended
and Restated Registration Rights Agreement, dated February 14, 2024, by and among the Company, SSVK Associates, LLC, Semper Paratus
Sponsor LLC, Cantor Fitzgerald & Co., and the other signatories thereto. |
10.5 |
|
Lock-Up
Agreement, dated February 14, 2024, between the Company, Semper Paratus, SSVK Associates, LLC, Ryan Saadi, and the other signatories
thereto. |
10.6+ |
|
Non-Competition
and Non-Solicitation Agreement, by and between Semper Paratus Acquisition Corporation and Ryan Saadi. |
10.7 |
|
Assignment
and Assumption Agreement, dated February 14, 2024, by and between Semper Paratus Acquisition Corporation and Tevogen Bio Inc. |
10.8+ |
|
Tevogen
Bio Holdings Inc. 2024 Omnibus Incentive Plan. |
10.9+ |
|
Form
of Restricted Stock Unit Agreement |
10.10+ |
|
Form
of Indemnification Agreement. |
10.11† |
|
Assignment
and Assumption Agreement, dated as of February 14, 2024, by and between Semper Paratus Acquisition Corporation and SSVK Associates,
LLC. |
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. |
104.1* |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
* |
Filed
herewith. |
† |
Schedules
and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a
copy of any omitted schedule or exhibit to the SEC upon request. |
+ |
Indicates
management contract or compensatory plan. |
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:
May 30, 2024 |
By: |
/s/
Ryan Saadi |
|
Name: |
Ryan
Saadi |
|
Title: |
Chief
Executive Officer |