Grundlæggende statistik
| LEI | 549300AC21G4NBK9D322 |
| CIK | 1860871 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Semper Paratus Acquisition Corporation
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| May 15, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41002 Tevogen B |
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| May 15, 2026 |
Exhibit 10.2 Securities Purchase AGREEMENT This SECURITIES PURCHASE Agreement (this “Agreement”) is made as of May 11, 2026, by and between Tevogen Bio Holdings Inc., a Delaware corporation (the “Company”), and The Patel Family, LLP, a Delaware limited liability partnership (“Purchaser”). For this and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledge |
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| May 15, 2026 |
FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT TEVOGEN BIO Holdings INC. Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, NEITHER MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG |
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| April 30, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001- |
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| April 22, 2026 |
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): April 16, 2026 Tevogen Bio Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-41002 98-1597194 (State or other jurisdiction of incorporation) (Commissio |
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| March 31, 2026 |
Exhibit 21.1 Subsidiary Entity State of Organization Tevogen Bio Inc. Delaware |
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| March 31, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41002 Tevogen Bio Ho |
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| March 25, 2026 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-280414 PROSPECTUS SUPPLEMENT NO. 10 (To Prospectus dated May 7, 2025) Tevogen Bio Holdings Inc. This prospectus supplement updates and supplements the prospectus, dated May 7, 2025 (as supplemented to date, the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-280414), as amended. This prospectus supplement is |
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| March 25, 2026 |
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): March 20, 2026 Tevogen Bio Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-41002 98-1597194 (State or other jurisdiction of incorporation) (Commissio |
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| March 4, 2026 |
CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF TEVOGEN BIO HOLDINGS INC. Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF TEVOGEN BIO HOLDINGS INC. Tevogen Bio Holdings Inc. (the “Corporation”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: FIRST: That the Board of Directors of the Corporation has duly adopted resolutions authorizing the Corporat |
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| March 4, 2026 |
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): March 3, 2026 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 |
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| March 4, 2026 |
Tevogen Announces Reverse Stock Split Exhibit 99.1 Tevogen Announces Reverse Stock Split March 4, 2026 WARREN, N.J., Tevogen (“Tevogen Bio Holdings Inc.” or “Company”) (Nasdaq: TVGN) today announced that its Board of Directors (the “Board”) has approved a reverse stock split of its common stock at a ratio of 50 for 1. Stockholders previously approved the reverse stock split on February 19, 2026, and provided the Board with discretion |
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| March 4, 2026 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-280414 PROSPECTUS SUPPLEMENT NO. 9 (To Prospectus dated May 7, 2025) Tevogen Bio Holdings Inc. This prospectus supplement updates and supplements the prospectus, dated May 7, 2025 (as supplemented to date, the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-280414), as amended. This prospectus supplement is |
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| February 26, 2026 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-280414 PROSPECTUS SUPPLEMENT NO. 8 (To Prospectus dated May 7, 2025) Tevogen Bio Holdings Inc. This prospectus supplement updates and supplements the prospectus, dated May 7, 2025 (as supplemented to date, the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-280414), as amended. This prospectus supplement is |
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| February 25, 2026 |
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 19, 2026 Tevogen Bio Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-41002 98-1597194 (State or other jurisdiction of incorporation) (Commis |
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| February 25, 2026 |
AMENDMENT TO TEVOGEN BIO HOLDINGS INC. 2024 OMNIBUS INCENTIVE PLAN Exhibit 10.1 AMENDMENT TO TEVOGEN BIO HOLDINGS INC. 2024 OMNIBUS INCENTIVE PLAN THIS AMENDMENT NO. 1 (this “Amendment”) to the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan (the “Plan”), which increases the number of shares available for issuance under the Plan by one hundred million (100,000,000) shares, was adopted by the Board of Directors (the “Board”) of Tevogen Bio Holdings Inc. (the |
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| January 30, 2026 |
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): January 30, 2026 Tevogen Bio Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-41002 98-1597194 (State or other jurisdiction of incorporation) (Commiss |
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| January 30, 2026 |
Tevogen Board to Evaluate Potential One-Time Special Cash Dividend to Shareholders Exhibit 99.1 Tevogen Board to Evaluate Potential One-Time Special Cash Dividend to Shareholders Jan 30, 2026 WARREN, N.J., Tevogen Bio Holdings Inc. (“Tevogen” or the “Company”) (Nasdaq: TVGN) today announced that its Board of Directors has expressed its intention to evaluate the potential declaration of a one-time special cash dividend to shareholders, contingent upon the achievement of specified |
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| January 26, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| January 16, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| November 14, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-280414 PROSPECTUS SUPPLEMENT NO. 7 (To Prospectus dated May 7, 2025) Tevogen Bio Holdings Inc. This prospectus supplement updates and supplements the prospectus, dated May 7, 2025 (as supplemented to date, the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-280414), as amended. This prospectus supplement is |
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| November 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41002 Tevog |
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| September 26, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-280414 PROSPECTUS SUPPLEMENT NO. 6 (To Prospectus dated May 7, 2025) Tevogen Bio Holdings Inc. This prospectus supplement updates and supplements the prospectus, dated May 7, 2025 (as supplemented to date, the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-280414), as amended. This prospectus supplement is |
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| September 26, 2025 |
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): September 23, 2025 Tevogen Bio Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-41002 98-1597194 (State or other jurisdiction of incorporation) (Commi |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41002 Tevogen Bi |
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| August 14, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-280414 PROSPECTUS SUPPLEMENT NO. 5 (To Prospectus dated May 7, 2025) Tevogen Bio Holdings Inc. This prospectus supplement updates and supplements the prospectus, dated May 7, 2025 (as supplemented to date, the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-280414), as amended. This prospectus supplement is |
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| July 10, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-280414 PROSPECTUS SUPPLEMENT NO. 4 (To Prospectus dated May 7, 2025) Tevogen Bio Holdings Inc. This prospectus supplement updates and supplements the prospectus, dated May 7, 2025 (as supplemented to date, the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-280414), as amended. This prospectus supplement is |
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| July 10, 2025 |
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): July 10, 2025 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 |
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| July 3, 2025 |
Up to $50,000,000 Tevogen Bio Holdings Inc. Common Stock Filed pursuant to Rule 424(b)(5) Registration Statement No. 333-288218 PROSPECTUS SUPPLEMENT (To Prospectus Dated June 26, 2025) Up to $50,000,000 Tevogen Bio Holdings Inc. Common Stock We have entered into a Sales Agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.” or the “Agent”), dated July 3, 2025, relating to the sale of shares of our common stock offered by this |
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| July 3, 2025 |
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): July 3, 2025 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 |
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| July 3, 2025 |
Exhibit 1.1 TEVOGEN BIO HOLDINGS INC. COMMON STOCK SALES AGREEMENT July 3, 2025 A.G.P./Alliance Global Partners 590 Madison Avenue New York, NY 10022 Ladies and Gentlemen: Tevogen Bio Holdings Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (the “Sales Agent”), as follows: 1. Issuance and Sale of Shares. The Company agree |
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| June 30, 2025 |
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): June 30, 2025 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 |
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| June 27, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-288218 PROSPECTUS TEVOGEN BIO HOLDINGS INC. $150,000,000 Common Stock Preferred Stock Depositary Shares Debt Securities Warrants Purchase Contracts Rights Units Up to 30,728,804 Shares of Common Stock Offered by the Selling Stockholders We may offer and sell from time to time up to $150,000,000 of any combination of the securities described in |
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| June 24, 2025 |
June 24, 2025 Ryan Saadi Chief Executive Officer Tevogen Bio Holdings Inc. 15 Independence Boulevard, Suite #210 Warren, NJ 07059 Re: Tevogen Bio Holdings Inc. Registration Statement on Form S-3 Filed June 20, 2025 File No. 333-288218 Dear Ryan Saadi: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding request |
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| June 24, 2025 |
Tevogen Bio Holdings Inc. 15 Independence Boulevard, Suite #210 Warren, New Jersey 07059 Tevogen Bio Holdings Inc. 15 Independence Boulevard, Suite #210 Warren, New Jersey 07059 June 24, 2025 VIA EDGAR United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Tevogen Bio Holdings Inc. Registration Statement on Form S-3 Filed June 20, 2025 File No. 333-288218 Request for Acceleration of Effectiveness To the addressee above: Pursuant to Rule 461 of the |
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| June 23, 2025 |
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): June 23, 2025 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 |
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| June 23, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-280414 PROSPECTUS SUPPLEMENT NO. 3 (To Prospectus dated May 7, 2025) Tevogen Bio Holdings Inc. This prospectus supplement updates and supplements the prospectus, dated May 7, 2025 (as supplemented to date, the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-280414), as amended. This prospectus supplement is |
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| June 20, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Tevogen Bio Holdings Inc. |
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| June 20, 2025 |
Form of Indenture relating to debt securities Exhibit 4.4 INDENTURE DATED AS OF , 20 BETWEEN TEVOGEN BIO HOLDINGS INC. as Issuer, AND as Trustee Providing for Issuance of Debt Securities in Series TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01 Definitions 1 Section 1.02 Compliance Certificates and Opinions 6 Section 1.03 Form of Documents Delivered to Trustee 6 Section 1.04 Acts of |
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| June 20, 2025 |
As filed with the Securities and Exchange Commission on June 20, 2025 As filed with the Securities and Exchange Commission on June 20, 2025 Registration No. |
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| June 3, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): May 30, 2025 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 |
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| June 3, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-280414 PROSPECTUS SUPPLEMENT NO. 2 (To Prospectus dated May 7, 2025) Tevogen Bio Holdings Inc. This prospectus supplement updates and supplements the prospectus, dated May 7, 2025 (as supplemented to date, the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-280414), as amended. This prospectus supplement is |
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| June 3, 2025 |
Exhibit 10.1 AMENDMENT No. 1 to the LEASE AGREEMENT (Hereinafter referred to as the “Lease”) Between MITSUI SUMITOMO INSURANCE COMPANY OF AMERICA With Offices At 15 Independence Boulevard Warren, New Jersey 07059 (Hereinafter referred to as “Landlord”) And Tevogen Bio Inc. With Offices At 15 Independence Boulevard Warren, New Jersey 07059 (Hereinafter referred to as “Tenant”) WHEREAS, Landlord and |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41002 Tevogen B |
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| May 14, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-280414 PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus dated May 7, 2025) Tevogen Bio Holdings Inc. This prospectus supplement updates and supplements the prospectus, dated May 7, 2025 (as supplemented to date, the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-280414), as amended. This prospectus supplement is |
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| May 7, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-280414 PROSPECTUS Tevogen Bio Holdings Inc. 42,474,978 Shares of Common Stock 5,329,590 Shares of Common Stock Offered by the Registered Holders 663,398 Warrants Offered by the Registered Holders This prospectus relates to the issuance by us of up to (i) 17,974,000 shares of Common Stock upon the exercise of the Warrants originally issued by Se |
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| May 1, 2025 |
As filed with the Securities and Exchange Commission on May 1, 2025 As filed with the Securities and Exchange Commission on May 1, 2025 Registration No. |
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| May 1, 2025 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-8 (Form Type) Tevogen Bio Holdings Inc. |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| April 30, 2025 |
As filed with the Securities and Exchange Commission on April 30, 2025 As filed with the Securities and Exchange Commission on April 30, 2025 Registration No. |
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| April 25, 2025 |
Exhibit 3.1 AMENDED AND RESTATED Bylaws OF Tevogen bio Holdings Inc. Article I. Corporate Offices. Section 1.1. Registered Office and Agent. The registered office of Tevogen Bio Holdings Inc. (the “Corporation”) shall be as set forth in the Charter of the Corporation (the “Charter”). Section 1.2. Other Offices. The board of directors of the Corporation (the “Board”) may at any time establish other |
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| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| April 25, 2025 |
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): April 21, 2025 Tevogen Bio Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-41002 98-1597194 (State or other jurisdiction of incorporation) (Commissio |
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| April 17, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): April 17, 2025 Tevogen Bio Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-41002 98-1597194 (State or other jurisdiction of incorporation) (Commissio |
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| April 17, 2025 |
Tevogen Bio Finalizes Agreement for Company’s Own Cell Therapy Production Facility Exhibit 99.1 Tevogen Bio Finalizes Agreement for Company’s Own Cell Therapy Production Facility ● The agreement would facilitate providing Tevogen Bio with in-house cell therapy production capabilities ● Formalized agreement aligns with previously announced topline forecasts April 17, 2025 WARREN, N.J., Tevogen Bio (“Tevogen Bio Holdings Inc.” or “Company”) (Nasdaq: TVGN), today announced it has e |
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| April 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39269 Tevogen Bio Ho |
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| April 2, 2025 |
Exhibit 21.1 Subsidiary Entity State of Organization Tevogen Bio Inc. Delaware |
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| April 2, 2025 |
Exhibit 4.3 DESCRIPTION OF OUR SECURITIES The following sets forth a summary of the material terms of the securities of Tevogen Bio Holdings Inc. (“we,” “us,” “our,” “Tevogen,” or the “Company”) registered under Section 12 of the Securities Act of 1933, as amended (the “Securities Act”), including certain provisions of the law of the State of Delaware and the Company’s Certificate of Incorporation |
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| April 2, 2025 |
Tevogen Bio Holdings Inc. Insider Trading Policy Exhibit 19.1 Tevogen Bio Holdings Inc. Insider Trading Policy Effective February 14, 2024 Purpose This Insider Trading Policy (the “Policy”) provides guidelines with respect to transactions in the securities of Tevogen Bio Holdings Inc. (the “Company”) and the handling of confidential information about the Company and the companies with which the Company engages in transactions or does business. T |
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| April 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-41002 CUSIP Number: 88165K101 88165K119 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on For |
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| January 28, 2025 |
Other Events, Regulation FD Disclosure, Financial Statements and Exhibits 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): January 28, 2025 Tevogen Bio Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-41002 98-1597194 (State or other jurisdiction of incorporation) (Commiss |
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| January 28, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-280414 PROSPECTUS SUPPLEMENT NO. 5 (To Prospectus dated August 5, 2024) Tevogen Bio Holdings Inc. This prospectus supplement updates and supplements the prospectus, dated August 5, 2024 (as supplemented to date, the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-280414). This prospectus supplement is being |
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| January 28, 2025 |
Tevogen Bio Enters Agreement to Receive Up To $10 Million of Non-Dilutive Grant Funding Exhibit 99.1 Tevogen Bio Enters Agreement to Receive Up To $10 Million of Non-Dilutive Grant Funding ● The grant funding will further Tevogen Bio’s mission to develop therapies for treatment of cancers and viral infections. ● Tevogen Bio may also utilize the grant funding to further expand its artificial intelligence effort. ● This grant is in addition to the previously announced $36 million loan |
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| November 19, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-280414 PROSPECTUS SUPPLEMENT NO. 4 (To Prospectus dated August 5, 2024) Tevogen Bio Holdings Inc. This prospectus supplement updates and supplements the prospectus, dated August 5, 2024 (as supplemented to date, the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-280414). This prospectus supplement is being |
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| November 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41002 Tevoge |
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| November 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-41002 CUSIP Number: 88165K101 88165K119 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Fo |
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| November 14, 2024 |
SC 13G/A 1 tvgn20240930.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Tevogen Bio Holdings Inc. (formerly known as Semper Paratus Acquisition Corporation) (Name of Issuer) Common Stock Shares, $0.0001 par value per share (Title of Class of Securities) G8028L1077 (CUSIP Number) September 30, 2024 (Date of Event W |
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| November 12, 2024 |
TVGN / Tevogen Bio Holdings Inc. / Harraden Circle Investments, LLC - SC 13G/A Passive Investment SC 13G/A 1 d816181dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Tevogen Bio Holdings Inc.** (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 88165K101 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) C |
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| November 12, 2024 |
EX-99.1 2 d816181dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of Tevogen Bio Holdings Inc. dated as of September 30, 2024, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance wit |
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| August 26, 2024 |
Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 inco |
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| August 26, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-280414 PROSPECTUS SUPPLEMENT NO. 2 (To Prospectus dated August 5, 2024) Tevogen Bio Holdings Inc. This prospectus supplement updates and supplements the prospectus, dated August 5, 2024 (as supplemented to date, the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-280414). This prospectus supplement is being |
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| August 23, 2024 |
Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES C PREFERRED STOCK, PAR VALUE $0.0001 PER SHARE, OF TEVOGEN BIO HOLDINGS INC. Pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”), Tevogen Bio Holdings Inc., a corporation organized and existing under the DGCL (hereinafter called the “Corporation”), in accordance with the provisions of Sectio |
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| August 23, 2024 |
Exhibit 10.1 Securities Purchase AGREEMENT This SECURITIES PURCHASE Agreement (this “Agreement”) is made as of August 21, 2024, by and between Tevogen Bio Holdings Inc., a Delaware corporation (the “Company”), and The Patel Family, LLP, a Delaware limited liability partnership (“Purchaser”). For this and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowle |
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| August 23, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-280414 PROSPECTUS SUPPLEMENT NO. 2 (To Prospectus dated August 5, 2024) Tevogen Bio Holdings Inc. This prospectus supplement updates and supplements the prospectus, dated August 5, 2024 (as supplemented to date, the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-280414). This prospectus supplement is being |
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| August 23, 2024 |
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): 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) (Commissi |
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| August 14, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-280414 PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus dated August 5, 2024) Tevogen Bio Holdings Inc. 42,474,978 Shares of Common Stock 24,551,308 Shares of Common Stock Offered by the Registered Holders 725,000 Warrants Offered by the Registered Holders This prospectus supplement updates and supplements the prospectus, dated August 5, 2024 (as sup |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41002 Tevogen Bio |
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| August 14, 2024 |
Exhibit 3.1 CERTIFICATE OF ELIMINATION of SERIES B PREFERRED STOCK of TEVOGEN BIO HOLDINGS INC. Pursuant to Section 151(g) of the Delaware General Corporation Law Tevogen Bio Holdings Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: FIRST: That pursuant to the authority vested in the |
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| August 5, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-280414 PROSPECTUS Tevogen Bio Holdings Inc. 42,474,978 Shares of Common Stock 24,551,308 Shares of Common Stock Offered by the Registered Holders 725,000 Warrants Offered by the Registered Holders This prospectus relates to the issuance by us of up to (i) 17,974,978 shares of common stock, par value $0.001 per share (the “Common Stock”), upon t |
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| August 1, 2024 |
Tevogen Bio Holdings Inc. 15 Independence Boulevard, Suite #410 Warren, New Jersey 07059 CORRESP 1 filename1.htm Tevogen Bio Holdings Inc. 15 Independence Boulevard, Suite #410 Warren, New Jersey 07059 August 1, 2024 VIA EDGAR United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Tevogen Bio Holdings Inc. Registration Statement on Form S-1 Filed June 21, 2024 File No. 333-280414 Request for Acceleration of Effectiveness To the addressee above: Pu |
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| August 1, 2024 |
As filed with the Securities and Exchange Commission on July 31, 2024 As filed with the Securities and Exchange Commission on July 31, 2024 Registration No. |
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| August 1, 2024 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-1 (Form Type) Tevogen Bio Holdings Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registrat |
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| July 31, 2024 |
Hogan Lovells US LLP Harbor East 100 International Drive Suite 2000 Baltimore, MD 21202 T +1 410 659 2700 F +1 410 659 2701 www. |
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| July 30, 2024 |
July 30, 2024 Ryan Saadi, M.D., M.P.H. Chief Executive Officer Tevogen Bio Holdings Inc. 15 Independence Boulevard, Suite #410 Warren, New Jersey 07059 Re: Tevogen Bio Holdings Inc. Registration Statement on Form S-1 Response dated July 29, 2024 File No. 333-280414 Dear Ryan Saadi M.D., M.P.H.: We have reviewed your response letter dated July 29, 2024 and have the following comment. Please respond |
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| July 29, 2024 |
Hogan Lovells US LLP Harbor East 100 International Drive Suite 2000 Baltimore, MD 21202 T +1 410 659 2700 F +1 410 659 2701 www. |
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| July 24, 2024 |
July 24, 2024 Ryan Saadi, M.D., M.P.H. Chief Executive Officer Tevogen Bio Holdings Inc. 15 Independence Boulevard, Suite #410 Warren, New Jersey 07059 Re: Tevogen Bio Holdings Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed July 23, 2024 File No. 333-280414 Dear Ryan Saadi M.D., M.P.H.: We have reviewed your amended registration statement and have the following comment. Please re |
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| July 23, 2024 |
As filed with the Securities and Exchange Commission on July 23, 2024 As filed with the Securities and Exchange Commission on July 23, 2024 Registration No. |
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| July 23, 2024 |
Hogan Lovells US LLP Harbor East 100 International Drive Suite 2000 Baltimore, MD 21202 T +1 410 659 2700 F +1 410 659 2701 www. |
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| July 2, 2024 |
July 2, 2024 Ryan Saadi, M.D., M.P.H. Chief Executive Officer Tevogen Bio Holdings Inc. 15 Independence Boulevard, Suite #410 Warren, New Jersey 07059 Re: Tevogen Bio Holdings Inc. Registration Statement on Form S-1 Filed June 21, 2024 File No. 333-280414 Dear Ryan Saadi M.D., M.P.H.: We have conducted a limited review of your registration statement and have the following comments. Please respond |
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| June 21, 2024 |
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): June 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 |
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| June 21, 2024 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-1 (Form Type) Tevogen Bio Holdings Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registrat |
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| June 21, 2024 |
Exhibit 10.1 EXECUTION VERSION PREFERRED STOCK REPURCHASE AGREEMENT This Preferred Stock Repurchase Agreement (this “Agreement”) is made and entered into as of June 15, 2024, by and between Tevogen Bio Holdings Inc., a Delaware corporation (the “Company”), and SSVK Associates, LLC, a Delaware limited liability company (the “Holder”). The Company and the Holder are referred to herein as the “Partie |
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| June 21, 2024 |
As filed with the Securities and Exchange Commission on June 21, 2024 As filed with the Securities and Exchange Commission on June 21, 2024 Registration No. |
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| June 11, 2024 |
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): June 6, 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 |
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| June 11, 2024 |
Exhibit 10.1 ************************************ LOAN AGREEMENT dated as of June 6, 2024 between Tevogen Bio Holdings Inc. as Borrower and The Patel Family, LLP as Lender $36,000,000 CREDIT FACILITY ************************************ TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS 1 SECTION 1.01 Defined Terms. 1 ARTICLE II AMOUNTS AND TERMS OF THE FACILITY 5 SECTION 2.01 Credit Facility. 5 SECTION |
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| June 10, 2024 |
Exhibit 99.2 Grant No. TEVOGEN BIO HOLDINGS INC. 2024 OMNIBUS INCENTIVE PLAN RESTRICTED Stock Unit Agreement COVER SHEET Tevogen Bio Holdings Inc., a Delaware corporation (the “Company”), hereby grants restricted stock units (the “RSUs”) relating to shares of the Company’s non-voting common stock, par value $0.01 per share (the “Stock”), to the Grantee named below, subject to the vesting and other |
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| June 10, 2024 |
Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-8 (Form Type) Tevogen Bio Holdings Inc. |
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| June 10, 2024 |
As filed with the Securities and Exchange Commission on June 7, 2024 As filed with the Securities and Exchange Commission on June 7, 2024 Registration No. |
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| May 30, 2024 |
TEVOGEN BIO INC INDEX TO FINANCIAL STATEMENTS Exhibit 99.1 TEVOGEN BIO INC INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheets, December 31, 2023 and 2022 F-3 Statements of Operations, Years ended December 31, 2023 and 2022 F-4 Statements of Changes in Stockholders’ Deficit, Years ended December 31, 2023 and 2022 F-5 Statements of Cash Flows, Years ended December 31, 2023 and 2022 F-6 |
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| May 30, 2024 |
Financial Statements and Exhibits 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 in |
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| May 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41002 Tevogen Bi |
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| May 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-41002 CUSIP Number: 88165K101 88165K119 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 1 |
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| May 16, 2024 |
Entry into a Material Definitive Agreement 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): May 10, 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 |
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| May 2, 2024 |
Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits 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): April 29, 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) (Commissio |
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| May 2, 2024 |
Letter from Marcum LLP, dated May 2, 2024. Exhibit 16.1 May 2, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Tevogen Bio Holdings Inc., a Delaware corporation (f/k/a Semper Paratus Acquisition Corporation) under Item 4.01 of its Current Report on Form 8-K dated May 2, 2024. We agree with the statements concerning our Firm in such Current Report on Form 8-K |
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| April 29, 2024 |
Exhibit 10.7 LOCK-UP AGREEMENT This Lock-Up Agreement (the “Agreement”) is dated as of February 14, 2024 and is between Tevogen Bio Holdings Inc., a Delaware corporation (formerly known as Semper Paratus Acquisition Corporation, a Cayman Islands exempted company) (the “Company”), SSVK Associates, LLC, a Delaware limited liability company (“Sponsor”), each of the stockholder parties identified on E |
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| April 29, 2024 |
Exhibit 10.13 AMENDMENT TO ASSIGNMENT AND ASSUMPTION AGREEMENT This AMENDMENT TO Assignment and Assumption Agreement (this “Amendment”) is made and entered into as of March 15, 2024, by and between Tevogen Bio Holdings Inc., a Delaware corporation (f/k/a Semper Paratus Acquisition Corporation) (“Assignor”), and SSVK Associates, LLC, a Delaware limited liability company (“Assignee” and together wit |
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| April 29, 2024 |
TEVOGEN BIO INC INDEX TO FINANCIAL STATEMENTS Exhibit 99.1 TEVOGEN BIO INC INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheets, December 31, 2023 and 2022 F-3 Statements of Operations, Years ended December 31, 2023 and 2022 F-4 Statements of Changes in Stockholders’ Deficit, Years ended December 31, 2023 and 2022 F-5 Statements of Cash Flows, Years ended December 31, 2023 and 2022 F-6 |
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| April 29, 2024 |
Exhibit 10.8 NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) has been executed, and is effective as of the Closing Date, by Dr. Ryan Saadi, Chief Executive Officer of the Company and stockholder of the Company (defined below) (the “Subject Party”), in favor of and for the benefit of Semper Paratus Acquisition Corporation, a Caym |
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| April 29, 2024 |
Exhibit 10.6 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 14, 2024 (the “Effective Date”) by and among (i) Semper Paratus Acquisition Corporation, a Delaware corporation (the “Company”), (ii) SSVK Associates, LLC, a Delaware limited liability company (the “Sponsor”), (iii) Sempe |
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| April 29, 2024 |
Exhibit 4.3 DESCRIPTION OF SECURITIES The following sets forth a summary of the material terms of the securities of Tevogen Bio Holdings Inc. (“we,” “us,” “our,” “Tevogen,” or the “Company”) registered under Section 12 of the Securities Act of 1934, as amended (the “Securities Act”), including certain provisions of the law of the State of Delaware and the Company’s Certificate of Incorporation (th |
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| April 29, 2024 |
Exhibit 10.15 Securities Purchase AGREEMENT This SECURITIES PURCHASE Agreement (this “Agreement”) is made as of February 14, 2024, by and among Tevogen Bio Holdings Inc., a Delaware corporation (the “Company”), The Patel Family, LLP (“Purchaser”). For this and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be leg |
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| April 29, 2024 |
Exhibit 10.14 TEVOGEN BIO HOLDINGS INC. 2024 OMNIBUS INCENTIVE PLAN RESTRICTED Stock Unit Agreement COVER SHEET Tevogen Bio Holdings Inc., a Delaware corporation (the “Company”), hereby grants restricted stock units (the “RSUs”) relating to shares of the Company’s common stock, par value $0.0001 per share (the “Stock”), to the Grantee named below, subject to the vesting conditions set forth below. |
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| April 29, 2024 |
Exhibit 10.5 February 13, 2024 CONFIDENTIAL Semper Paratus Acquisition Corporation 767 Third Avenue, 38th Floor New York, New York 10017 Re: Amendment to Letter Agreement, dated November 3, 2021 Ladies and Gentlemen, Reference is made to that certain Letter Agreement, dated as of November 3, 2021 (the “Original Agreement”), by and between Semper Paratus Acquisition Corporation, a Cayman Islands ex |
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| April 29, 2024 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Tevogen Bio Holdings Inc. (“Tevogen Holdings”), formerly known as Semper Paratus Acquisition Corporation (“Semper Paratus”), is providing the following unaudited pro forma condensed combined financial information that presents the combination of the financial information of Semper Paratus and Tevogen Bio Inc., formerly known |
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| April 29, 2024 |
TEVOGEN MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.2 TEVOGEN MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes filed as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”). Some of the information contained in t |
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| April 29, 2024 |
Incentive Compensation Recovery Policy Exhibit 97.1 Tevogen Bio Holdings Inc. Incentive Compensation Recovery Policy Effective February 14, 2024 Adopted by the Board of Directors (the “Board”) of Tevogen Bio Holdings Inc. (the “Company”) on February 14, 2024. The Company, including its subsidiaries, is committed to upholding the highest ethical and legal standards in the conduct of its business. The Board believes that a culture that e |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) 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 in |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ Annual Report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023 or ☐ Transition report pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 001-41002 Tevogen Bio Ho |
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| April 26, 2024 |
Exhibit 99.1 Tevogen Bio CEO Highlights Expected Reporting of a $94.9 Million Liability Elimination, AI Initiative, and Leadership Appointments ● Conversion of promissory notes into common stock removed $94.9 million in pro forma balance sheet liabilities. ● The converted common stock is included in the company’s total 165 million outstanding shares. ● The Tevogen.ai initiative aims to harness the |
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| April 26, 2024 |
Results of Operations and Financial Condition, Financial Statements and Exhibits 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): April 26, 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) (Commissio |
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| April 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 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) (Commiss |
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| April 2, 2024 |
Exhibit 10.1 Amended and restated Securities Purchase AGREEMENT This amended and resTated SECURITIES PURCHASE Agreement (this “Agreement”) is made as of March 27, 2024, by and among Tevogen Bio Holdings Inc., a Delaware corporation (the “Company”), and The Patel Family, LLP (“Purchaser”), and amends and restates in its entirety that certain Securities Purchase Agreement made as of February 14, 202 |
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| April 2, 2024 |
Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES A-1 PREFERRED STOCK, PAR VALUE $0.0001 PER SHARE, OF TEVOGEN BIO HOLDINGS INC. Pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”), Tevogen Bio Holdings Inc., a corporation organized and existing under the DGCL (hereinafter called the “Corporation”), in accordance with the provisions of Sect |
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| April 2, 2024 |
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): March 27, 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) (Commissio |
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| April 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-41002 CUSIP Number: 88165K101 88165K119 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on For |
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| March 21, 2024 |
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): March 15, 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) (Commissio |
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| March 21, 2024 |
Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK, PAR VALUE $0.0001 PER SHARE, OF TEVOGEN BIO HOLDINGS INC. Pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”), Tevogen Bio Holdings Inc., a corporation organized and existing under the DGCL (hereinafter called the “Corporation”), in accordance with the provisions of Sectio |
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| March 21, 2024 |
Exhibit 3.2 CERTIFICATE OF DESIGNATION OF SERIES B PREFERRED STOCK OF TEVOGEN BIO HOLDINGS INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware Pursuant to Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”), Tevogen Bio Holdings Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the “Corpora |
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| March 4, 2024 |
SC 13G 1 tevogen13g.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Tevogen Bio Holdings Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 88165K101 (CUSIP Number) February 14, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| February 23, 2024 |
EX-99.6 2 ex99-6.htm Exhibit 99.6 TEVOGEN BIO HOLDINGS INC. 2024 OMNIBUS INCENTIVE PLAN RESTRICTED Stock Unit Agreement COVER SHEET Tevogen Bio Holdings Inc., a Delaware corporation (the “Company”), hereby grants restricted stock units (the “RSUs”) relating to shares of the Company’s common stock, par value $0.0001 per share (the “Stock”), to the Grantee named below, subject to the vesting conditi |
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| February 23, 2024 |
SC 13D 1 formsc13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Tevogen Bio Holdings Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Titl |
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| February 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240. |
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| February 21, 2024 |
Code of Business Conduct and Ethics. Exhibit 14.1 Tevogen Bio Holdings Inc. Code of Business Conduct and Ethics Effective February 14, 2024 I. Purpose The Board of Directors (the “Board”) of Tevogen Bio Holdings Inc. (together with its subsidiaries, the “Company”) is committed to conducting business with the highest ethical and legal standards, and has adopted this Code of Business Conduct and Ethics (the “Code”) in order to: ● deter |
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| February 21, 2024 |
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) (Commis |
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| February 20, 2024 |
Exhibit 10.11 ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (this “Agreement”) is made and entered into as of February 14, 2024, by and between Semper Paratus Acquisition Corporation, a Delaware corporation (“Assignor” or the “Company”), and SSVK Associates, LLC, a Delaware liability company (“Assignee”). WHEREAS, Assignor has entered into the Agreement and Plan of M |
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| February 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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) (Comm |
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| February 15, 2024 |
The Nasdaq Stock Market LLC, 805 King Farm Blvd., Rockville, MD 20850 Eun Ah Choi Senior Vice President Global Head of Regulatory Operations February 14, 2024 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance: This is to certify that on February 14, 2024, The Nasdaq Stock Market LLC (the "Exchange") rec |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Tevogen Bio Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 98-1597194 (State of incorporation or organization) (I.R.S. Employer Identification No.) 15 Independence |
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| February 14, 2024 |
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) (Commis |
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| February 14, 2024 |
Exhibit 10.10 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of , 20 by and between Tevogen Bio Holdings Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. RECITALS WHEREAS, the Board of Directors |
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| February 14, 2024 |
Form of Restricted Stock Unit Agreement Exhibit 10.9 Grant No. TEVOGEN BIO INC. 2024 OMNIBUS INCENTIVE PLAN RESTRICTED Stock Unit Agreement COVER SHEET Tevogen Bio Inc., a Delaware corporation (the “Company”), hereby grants restricted stock units (the “RSUs”) relating to shares of the Company’s non-voting common stock, par value $0.01 per share (the “Stock”), to the Grantee named below, subject to the vesting and other conditions set fo |
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| February 14, 2024 |
SC 13G 1 tm246034d32sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Semper Paratus Acquisition Corp (Name of Issuer) Class A (Title of Class of Securities) G8028L123 (CUSIP Number) 12/31/2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 14, 2024 |
Exhibit 10.6 NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) has been executed, and is effective as of the Closing Date, by Dr. Ryan Saadi, Chief Executive Officer of the Company and stockholder of the Company (defined below) (the “Subject Party”), in favor of and for the benefit of Semper Paratus Acquisition Corporation, a Caym |
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| February 14, 2024 |
KYG8028L1077 / Semper Paratus Acquisition Corp. / GLAZER CAPITAL, LLC Passive Investment SC 13G 1 lgst20231231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Semper Paratus Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G8028L107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check th |
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| February 14, 2024 |
Exhibit 10.8 TEVOGEN BIO HOLDINGS INC. 2024 OMNIBUS INCENTIVE PLAN TABLE OF CONTENTS Page 1. PURPOSE 1 2. DEFINITIONS 1 3. ADMINISTRATION OF THE PLAN 9 3.1 Committee. 9 3.1.1 Powers and Authorities. 9 3.1.2 Composition of the Committee. 9 3.1.3 Other Committees. 10 3.1.4 Delegation by the Committee. 10 3.2 Board. 10 3.3 Terms of Awards. 10 3.3.1 Committee Authority. 10 3.3.2 Forfeiture; Recoupment |
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| February 14, 2024 |
KYG8028L1077 / Semper Paratus Acquisition Corp. / CITADEL ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A 1 tm243953d20sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Semper Paratus Acquisition Corp (Name of Issuer) Class A ordinary shares, par value $0.0001 per s |
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| February 14, 2024 |
Exhibit 3.1 CERTIFICATE OF INCORPORATION OF Tevogen Bio Holdings Inc. ARTICLE I NAME OF THE CORPORATION The name of the corporation is Tevogen Bio Holdings Inc. (the “Corporation”). ARTICLE II REGISTERED AGENT The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19 |
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| February 14, 2024 |
Exhibit 3.2 Bylaws OF Tevogen bio Holdings Inc. Article I. Corporate Offices. Section 1.1. Registered Office and Agent. The registered office of Tevogen Bio Holdings Inc. (the “Corporation”) shall be as set forth in the Charter of the Corporation (the “Charter”). Section 1.2. Other Offices. The board of directors of the Corporation (the “Board”) may at any time establish other offices at any place |
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| February 14, 2024 |
Exhibit 4.2 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUC |
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| February 14, 2024 |
Exhibit 10.4 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 14, 2024 (the “Effective Date”) by and among (i) Tevogen Bio Holdings, Inc., a Delaware corporation (formerly known as Semper Paratus Acquisition Corporation) (the “Company”), (ii) SSVK Associates, LLC, a Delaware limited |
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| February 14, 2024 |
Exhibit 10.5 LOCK-UP AGREEMENT This Lock-Up Agreement (the “Agreement”) is dated as of February 14, 2024 and is between Tevogen Bio Holdings Inc., a Delaware corporation (formerly known as Semper Paratus Acquisition Corporation, a Cayman Islands exempted company) (the “Company”), SSVK Associates, LLC, a Delaware limited liability company (“Sponsor”), each of the stockholder parties identified on E |
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| February 14, 2024 |
Exhibit 10.7 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment and Assumption Agreement”) is made and entered into as of February 14, 2024, by and between Tevogen Bio Holdings Inc., a Delaware corporation (formerly known as Semper Paratus Acquisition Corporation, a Cayman Islands exempted company), including any successor entity thereto (“Purchaser”), a |
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| February 12, 2024 |
SC 13G/A 1 SemperParatusAcquisitionCorp.txt SEMPER PARATUS ACQUISITION CORP 13GA Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* (Name of Issuer) Semper Paratus Acquisition Corp (Title of Class of Securities) Class A ordinary shares, par value $0.0001 per share, included as part of the Units (CUSIP Number) G8028L1 |
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| February 8, 2024 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Semper Paratus Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G8028L123 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) C |
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| February 1, 2024 |
Semper Paratus Acquisition Corporation’s Shareholders Approve Business Combination with Tevogen Bio Exhibit 99.1 Semper Paratus Acquisition Corporation’s Shareholders Approve Business Combination with Tevogen Bio New York, NY, February 1, 2024 (GLOBE NEWSWIRE) — Semper Paratus Acquisition Corporation (“Semper Paratus”) (Nasdaq: LGST, LGSTW, LGSTU), a publicly-traded special purpose acquisition company, announced today that its shareholders have approved the proposed business combination (the “Bu |
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| February 1, 2024 |
Semper Paratus Acquisition Corporation’s Shareholders Approve Business Combination with Tevogen Bio Exhibit 99.1 Semper Paratus Acquisition Corporation’s Shareholders Approve Business Combination with Tevogen Bio New York, NY, February 1, 2024 (GLOBE NEWSWIRE) — Semper Paratus Acquisition Corporation (“Semper Paratus”) (Nasdaq: LGST, LGSTW, LGSTU), a publicly-traded special purpose acquisition company, announced today that its shareholders have approved the proposed business combination (the “Bu |
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| February 1, 2024 |
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): January 31, 2024 Semper Paratus Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41002 N/A (State or other jurisdiction of incorporati |
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| February 1, 2024 |
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): January 31, 2024 Semper Paratus Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41002 N/A (State or other jurisdiction of incorporati |
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| January 31, 2024 |
Filed by Semper Paratus Acquisition Corporation pursuant to Filed by Semper Paratus Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Semper Paratus Acquisition Corporation (SEC File No. |
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| January 24, 2024 |
Exhibit 99.1 Semper Paratus Acquisition Corporation Announces Anticipated Listing of Tevogen Bio Holdings Inc. on Nasdaq New York, NY, January 24, 2024 (GLOBE NEWSWIRE) — Semper Paratus Acquisition Corporation (“Semper Paratus”) (Nasdaq: LGST, LGSTW), a publicly-traded special purpose acquisition company, today announced that it has filed a supplement (“Prospectus Supplement”) to its definitive pr |
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| January 24, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No.: 333-274519 Supplement No. 1, Dated January 24, 2024 (to the Proxy Statement/Prospectus dated January 10, 2024) SUPPLEMENT NO. 1 TO PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SEMPER PARATUS ACQUISITION CORPORPORATION (A CAYMAN ISLANDS EXEMPTED COMPANY) PROSPECTUS FOR UP TO 170,358,270 SHARES OF COMMON STOCK AND 17,250,000 WARRANTS OF SEMP |
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| January 24, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): January 24, 2024 Semper Paratus Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41002 N/A (State or Other Jurisdiction of Incorporati |
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| January 24, 2024 |
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): January 24, 2024 Semper Paratus Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41002 N/A (State or Other Jurisdiction of Incorporati |
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| January 24, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No.: 333-274519 Supplement No. 2, Dated January 24, 2024 (to the Proxy Statement/Prospectus dated January 10, 2024) SUPPLEMENT NO. 2 TO PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SEMPER PARATUS ACQUISITION CORPORPORATION (A CAYMAN ISLANDS EXEMPTED COMPANY) PROSPECTUS FOR UP TO 170,358,270 SHARES OF COMMON STOCK AND 17,250,000 WARRANTS OF SEMP |
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| January 24, 2024 |
Exhibit 99.1 Semper Paratus Acquisition Corporation Announces Anticipated Listing of Tevogen Bio Holdings Inc. on Nasdaq New York, NY, January 24, 2024 (GLOBE NEWSWIRE) — Semper Paratus Acquisition Corporation (“Semper Paratus”) (Nasdaq: LGST, LGSTW), a publicly-traded special purpose acquisition company, today announced that it has filed a supplement (“Prospectus Supplement”) to its definitive pr |
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| January 22, 2024 |
EX-99.1 2 d721647dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of Semper Paratus Acquisition Corp. dated as of January 22, 2024 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance |
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| January 22, 2024 |
SC 13G 1 d721647dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Semper Paratus Acquisition Corp. G8028L107 (CUSIP Number) January 10, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐ Rule 13d-1(b |
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| January 10, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No.: 333-274519 PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SEMPER PARATUS ACQUISITION CORPORPORATION (A CAYMAN ISLANDS EXEMPTED COMPANY) PROSPECTUS FOR UP TO 170,358,270 SHARES OF COMMON STOCK AND 17,250,000 WARRANTS OF SEMPER PARATUS ACQUISITION CORPORATION (SUCH SECURITIES TO BE ISSUED AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED I |
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| January 5, 2024 |
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): January 4, 2024 Semper Paratus Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41002 N/A (State or Other Jurisdiction of Incorporatio |
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| January 5, 2024 |
Exhibit 99.1 Tevogen Bio Inc. and Semper Paratus Acquisition Corporation Announce Effectiveness of Registration Statement for Business Combination ● The pro forma equity value of the portion of the combined company attributable to Tevogen Bio Inc (“Tevogen Bio”) stockholders is an expected $1.2 billion. ● Tevogen Bio is an advanced-stage specialty immunotherapy biotech pioneer developing off-the-s |
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| January 5, 2024 |
Exhibit 99.1 Tevogen Bio Inc. and Semper Paratus Acquisition Corporation Announce Effectiveness of Registration Statement for Business Combination ● The pro forma equity value of the portion of the combined company attributable to Tevogen Bio Inc (“Tevogen Bio”) stockholders is an expected $1.2 billion. ● Tevogen Bio is an advanced-stage specialty immunotherapy biotech pioneer developing off-the-s |
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| January 5, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): January 4, 2024 Semper Paratus Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41002 N/A (State or Other Jurisdiction of Incorporatio |
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| January 2, 2024 |
Semper Paratus Acquisition Corporation 767 Third Avenue, 38th Floor New York, New York 10017 (646) 807-8832 January 2, 2024 VIA EDGAR Division of Corporation Finance U. |
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| December 22, 2023 |
Exhibit 4.10 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SU |
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| December 22, 2023 |
Exhibit 10.17 LEASE AGREEMENT BETWEEN Mitsui Sumitomo Insurance Company of America (Landlord) -and- Tevogen Bio Inc. (Tenant) TABLE OF CONTENTS ARTICLE I. TERM AND POSSESSION 5 ARTICLE II. USE 5 ARTICLE III. RENT 5 ARTICLE IV. TAXES AND OPERATING EXPENSES 6 ARTICLE V. LANDLORD WORK/ OFFICE FURNITURE 12 ARTICLE VI. TENANT ALTERATIONS 13 ARTICLE VII. INSURANCE 13 ARTICLE VIII. MAINTENANCE AND REPAIR |
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| December 22, 2023 |
Exhibit 10.3 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [●] (the “Effective Date”) by and among (i) Tevogen Bio Holdings, Inc., a Delaware corporation (formerly known as Semper Paratus Acquisition Corporation) (the “Company”), (ii) SSVK Associates, LLC, a Delaware limited liability com |
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| December 22, 2023 |
Exhibit: 4.5 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SU |
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| December 22, 2023 |
Exhibit 4.11 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SU |
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| December 22, 2023 |
Consent of Jeffrey Feike as designee to the New Tevogen board of directors. Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Semper Paratus Acquisition Corporation (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being |
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| December 22, 2023 |
Consent of Ryan Saadi as designee to the New Tevogen board of directors. Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Semper Paratus Acquisition Corporation (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being |
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| December 22, 2023 |
NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW 101 Constitution Ave, NW, Suite 900 Washington, DC 20001 T: 202. |
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| December 22, 2023 |
Tevogen Bio Inc 2020 Equity Incentive Plan. Exhibit 10.10 TEVOGEN BIO INC. 2020 EQUITY INCENTIVE PLAN Table of Contents Page 1. PURPOSE 1 2. DEFINITIONS 1 3. ADMINISTRATION OF THE PLAN 7 3.1. Board. 7 3.2. Delegation to a Committee or Other Person. 7 3.3. Terms of Awards. 8 3.3.1. Board Authority. 8 3.3.2. Forfeiture. 9 3.4. No Liability. 9 3.5. Registration; Stock Certificates. 10 3.6. Deferral Arrangements. 10 4. STOCK SUBJECT TO THE PLAN |
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| December 22, 2023 |
Exhibit 107 Calculation of Filing Fee Tables S-4 (Form Type) Semper Paratus Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0. |
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| December 22, 2023 |
Exhibit 4.6 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUC |
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| December 22, 2023 |
EXHIBIT 4.9 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUC |
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| December 22, 2023 |
Exhibit 3.4 Bylaws OF Tevogen bio Holdings Inc Article I. Corporate Offices. Section 1.1. Registered Office and Agent. The registered office of Tevogen Bio Holdings Inc. (the “Corporation”) shall be as set forth in the Charter of the Corporation (the “Charter”). Section 1.2. Other Offices. The board of directors of the Corporation (the “Board”) may at any time establish other offices at any place |
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| December 22, 2023 |
Exhibit 10.15 SERVICE AGREEMENT The licensee(s) identified on the signature block of this agreement (the “Licensee”) and CIC hereby agree to the following (the “Agreement” or “Service Agreement”). Please note that “Client”, “you” and “your” refer to the aforementioned Licensee, and “CIC”, “we” and “our” refer to the CIC agent identified in the signature block of this Agreement (the “Agent”) for th |
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| December 22, 2023 |
Consent of Dr. Curtis Patton as designee to the New Tevogen board of directors. Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Semper Paratus Acquisition Corporation (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being |
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| December 22, 2023 |
Lease Agreement, dated as of June 9, 2022, between Tevogen Bio Inc and Wanamaker Office Lease, LP. Exhibit 10.16 THE WANAMAKER BUILDING OFFICE LEASE AGREEMENT BY AND BETWEEN WANAMAKER OFFICE LEASE, LP a Delaware limited partnership (“LANDLORD”) AND TEVOGEN BIO INC a Delaware corporation (“TENANT”) DATED June 9, 2022 i OFFICE LEASE AGREEMENT BETWEEN WANAMAKER OFFICE LEASE, LP, LANDLORD AND TEVOGEN BIO INC, TENANT TABLE OF CONTENTS Page 1. Term 5 2. Base Rent 5 3. Condition of Premises; Furniture |
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| December 22, 2023 |
Exhibit 4.7 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUC |
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| December 22, 2023 |
Consent of Susan Podlogar as designee to the New Tevogen board of directors. Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Semper Paratus Acquisition Corporation (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being |
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| December 22, 2023 |
Exhibit 4.8 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUC |
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| December 22, 2023 |
As filed with the Securities and Exchange Commission on December 22, 2023. As filed with the Securities and Exchange Commission on December 22, 2023. Registration No. 333-274519 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Semper Paratus Acquisition Corporation* (Exact name of registrant as specified in its charter) Cayman Islands* 6770 98-1597194 (State or other j |
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| December 22, 2023 |
Exhibit 3.3 CERTIFICATE OF INCORPORATION OF Tevogen Bio Holdings Inc. ARTICLE I NAME OF THE CORPORATION The name of the corporation is Tevogen Bio Holdings Inc. (the “Corporation”). ARTICLE II REGISTERED AGENT The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19 |
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| December 22, 2023 |
Consent of Dr. Keow Lin Goh as designee to the New Tevogen board of directors. Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Semper Paratus Acquisition Corporation (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being |
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| December 22, 2023 |
Form of Restricted Stock Unit Agreement under the Tevogen Bio Inc 2020 Equity Incentive Plan. Exhibit 10.11 Grant No. TEVOGEN BIO INC. 2020 EQUITY INCENTIVE PLAN RESTRICTED Stock Unit Agreement COVER SHEET Tevogen Bio Inc., a Delaware corporation (the “Company”), hereby grants restricted stock units (the “RSUs”) relating to shares of the Company’s non-voting common stock, par value $0.01 per share (the “Stock”), to the Grantee named below, subject to the vesting and other conditions set fo |
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| December 22, 2023 |
Consent of Victor Sordillo as designee to the New Tevogen board of directors. Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Semper Paratus Acquisition Corporation (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being |
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| December 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2023 Semper Paratus Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41002 N/A (State or Other Jurisdic |
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| December 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2023 Semper Paratus Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41002 N/A (State or Other Jurisdic |
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| December 18, 2023 |
Second Amendment to the Amended and Restated Memorandum and Articles of Association Exhibit 3.1 SECOND AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF SEMPER PARATUS ACQUISITION CORPORATION ADOPTED BY SPECIAL RESOLUTION ON DECEMBER 14, 2023 SEMPER PARATUS ACQUISITION CORPORATION, a company limited by shares organized under the Companies Act (as amended) of the Cayman Islands (the “Company”), does hereby certify as follows: 1. The name of the Compan |
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| December 18, 2023 |
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): December 14, 2023 Semper Paratus Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41002 N/A (State or Other Jurisdiction of Incorporat |
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| December 18, 2023 |
Exhibit 3.1 SECOND AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF SEMPER PARATUS ACQUISITION CORPORATION ADOPTED BY SPECIAL RESOLUTION ON DECEMBER 14, 2023 SEMPER PARATUS ACQUISITION CORPORATION, a company limited by shares organized under the Companies Act (as amended) of the Cayman Islands (the “Company”), does hereby certify as follows: 1. The name of the Compan |
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| December 18, 2023 |
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): December 14, 2023 Semper Paratus Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41002 N/A (State or Other Jurisdiction of Incorporat |
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| December 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| December 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| December 4, 2023 |
United States securities and exchange commission logo December 4, 2023 Surendra Ajjarapu Chief Executive Officer Semper Paratus Acquisition Corporation 767 Third Avenue, 38th Floor New York, New York 10017 Re: Semper Paratus Acquisition Corporation Amendment No. |
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| December 4, 2023 |
United States securities and exchange commission logo December 4, 2023 Surendra Ajjarapu Chief Executive Officer Semper Paratus Acquisition Corporation 767 Third Avenue, 38th Floor New York, New York 10017 Re: Semper Paratus Acquisition Corporation Preliminary Proxy Statement on Schedule 14A Filed November 13, 2023 File No. |
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| December 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Amendment No. 3 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defini |
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| November 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Amendment No. 1 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defini |
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| November 27, 2023 |
NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW 101 Constitution Ave, NW, Suite 900 Washington, DC 20001 T: 202. |
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| November 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Amendment No. 2 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defini |
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| November 22, 2023 |
Exhibit 10.16 THE WANAMAKER BUILDING OFFICE LEASE AGREEMENT BY AND BETWEEN WANAMAKER OFFICE LEASE, LP a Delaware limited partnership (“LANDLORD”) AND TEVOGEN BIO INC a Delaware corporation (“TENANT”) DATED June 9, 2022 i OFFICE LEASE AGREEMENT BETWEEN WANAMAKER OFFICE LEASE, LP, LANDLORD AND TEVOGEN BIO INC, TENANT TABLE OF CONTENTS Page 1. Term 5 2. Base Rent 5 3. Condition of Premises; Furniture |
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| November 22, 2023 |
Exhibit 4.11 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SU |
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| November 22, 2023 |
Form of Restricted Stock Unit Agreement under the Tevogen Bio Inc 2020 Equity Incentive Plan. Exhibit 10.11 Grant No. TEVOGEN BIO INC. 2020 EQUITY INCENTIVE PLAN RESTRICTED Stock Unit Agreement COVER SHEET Tevogen Bio Inc., a Delaware corporation (the “Company”), hereby grants restricted stock units (the “RSUs”) relating to shares of the Company’s non-voting common stock, par value $0.01 per share (the “Stock”), to the Grantee named below, subject to the vesting and other conditions set fo |
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| November 22, 2023 |
Exhibit: 4.5 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SU |
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| November 22, 2023 |
Exhibit 4.7 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUC |
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| November 22, 2023 |
Exhibit 4.6 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUC |
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| November 22, 2023 |
Exhibit 10.17 LEASE AGREEMENT BETWEEN Mitsui Sumitomo Insurance Company of America (Landlord) -and- Tevogen Bio Inc. (Tenant) TABLE OF CONTENTS ARTICLE I. TERM AND POSSESSION 5 ARTICLE II. USE 5 ARTICLE III. RENT 5 ARTICLE IV. TAXES AND OPERATING EXPENSES 6 ARTICLE V. LANDLORD WORK/ OFFICE FURNITURE 12 ARTICLE VI. TENANT ALTERATIONS 13 ARTICLE VII. INSURANCE 13 ARTICLE VIII. MAINTENANCE AND REPAIR |
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| November 22, 2023 |
Exhibit 3.3 Bylaws OF Tevogen bio Holdings Inc Article I. Corporate Offices. Section 1.1. Registered Office and Agent. The registered office of Tevogen Bio Holdings Inc. (the “Corporation”) shall be as set forth in the Charter of the Corporation (the “Charter”). Section 1.2. Other Offices. The board of directors of the Corporation (the “Board”) may at any time establish other offices at any place |
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| November 22, 2023 |
Exhibit 4.8 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUC |
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| November 22, 2023 |
Tevogen Bio Inc 2020 Equity Incentive Plan. Exhibit 10.10 TEVOGEN BIO INC. 2020 EQUITY INCENTIVE PLAN Table of Contents Page 1. PURPOSE 1 2. DEFINITIONS 1 3. ADMINISTRATION OF THE PLAN 7 3.1. Board. 7 3.2. Delegation to a Committee or Other Person. 7 3.3. Terms of Awards. 8 3.3.1. Board Authority. 8 3.3.2. Forfeiture. 9 3.4. No Liability. 9 3.5. Registration; Stock Certificates. 10 3.6. Deferral Arrangements. 10 4. STOCK SUBJECT TO THE PLAN |
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| November 22, 2023 |
Exhibit 3.2 CERTIFICATE OF INCORPORATION OF Tevogen Bio Holdings Inc. ARTICLE I NAME OF THE CORPORATION The name of the corporation is Tevogen Bio Holdings Inc. (the “Corporation”). ARTICLE II REGISTERED AGENT The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19 |
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| November 22, 2023 |
Exhibit 107 Calculation of Filing Fee Tables S-4 (Form Type) Semper Paratus Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0. |
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| November 22, 2023 |
Exhibit 4.10 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SU |
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| November 22, 2023 |
Exhibit 10.15 SERVICE AGREEMENT The licensee(s) identified on the signature block of this agreement (the “Licensee”) and CIC hereby agree to the following (the “Agreement” or “Service Agreement”). Please note that “Client”, “you” and “your” refer to the aforementioned Licensee, and “CIC”, “we” and “our” refer to the CIC agent identified in the signature block of this Agreement (the “Agent”) for th |
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| November 22, 2023 |
As filed with the Securities and Exchange Commission on November 21, 2023. As filed with the Securities and Exchange Commission on November 21, 2023. Registration No. 333-274519 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Semper Paratus Acquisition Corporation* (Exact name of registrant as specified in its charter) Cayman Islands* 6770 98-1597194 (State or other j |
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| November 22, 2023 |
EXHIBIT 4.9 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUC |
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| November 21, 2023 |
NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW 101 Constitution Ave, NW, Suite 900 Washington, DC 20001 T: 202. |
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| November 20, 2023 |
United States securities and exchange commission logo November 20, 2023 Surendra Ajjarapu Chief Executive Officer Semper Paratus Acquisition Corporation 767 Third Avenue, 38th Floor New York, New York 10017 Re: Semper Paratus Acquisition Corporation Preliminary Proxy Statement on Schedule 14A Filed November 13, 2023 File No. |
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| November 17, 2023 |
Investor Presentation, dated November 17, 2023 Exhibit 99.1 |
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| November 17, 2023 |
Investor Presentation, dated November 17, 2023 Exhibit 99.1 |
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| November 17, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): November 17, 2023 Semper Paratus Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41002 N/A (State or Other Jurisdiction of Incorporat |
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| November 17, 2023 |
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): November 17, 2023 Semper Paratus Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41002 N/A (State or Other Jurisdiction of Incorporat |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41002 SEMPER PARAT |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| November 7, 2023 |
United States securities and exchange commission logo November 7, 2023 Surendra Ajjarapu Chief Executive Officer Semper Paratus Acquisition Corporation 767 Third Avenue, 38th Floor New York, New York 10017 Re: Semper Paratus Acquisition Corporation Amendment No. |
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| October 23, 2023 |
Exhibit 4.6 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUC |
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| October 23, 2023 |
Tevogen Bio Inc 2020 Equity Incentive Plan. Exhibit 10.10 TEVOGEN BIO INC. 2020 EQUITY INCENTIVE PLAN Table of Contents Page 1. PURPOSE 1 2. DEFINITIONS 1 3. ADMINISTRATION OF THE PLAN 7 3.1. Board. 7 3.2. Delegation to a Committee or Other Person. 7 3.3. Terms of Awards. 8 3.3.1. Board Authority. 8 3.3.2. Forfeiture. 9 3.4. No Liability. 9 3.5. Registration; Stock Certificates. 10 3.6. Deferral Arrangements. 10 4. STOCK SUBJECT TO THE PLAN |
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| October 23, 2023 |
Exhibit 3.3 Bylaws OF Tevogen bio Holdings Inc Article I. Corporate Offices. Section 1.1. Registered Office and Agent. The registered office of Tevogen Bio Holdings Inc. (the “Corporation”) shall be as set forth in the Charter of the Corporation (the “Charter”). Section 1.2. Other Offices. The board of directors of the Corporation (the “Board”) may at any time establish other offices at any place |
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| October 23, 2023 |
Exhibit 4.8 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUC |
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| October 23, 2023 |
Exhibit 107 Calculation of Filing Fee Tables S-4 (Form Type) Semper Paratus Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0. |
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| October 23, 2023 |
NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW Andrew M. Tucker T: 202.689.2987 [email protected] 101 Constitution Avenue, NW Suite 900 Washington D.C., 20001 T: 202.689.2800 F: 202.689.2860 nelsonmullins.com October 23, 2023 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attention: Li Xiao Kevin K |
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| October 23, 2023 |
Exhibit 10.17 LEASE AGREEMENT BETWEEN Mitsui Sumitomo Insurance Company of America (Landlord) -and- Tevogen Bio Inc. (Tenant) TABLE OF CONTENTS ARTICLE I. TERM AND POSSESSION 5 ARTICLE II. USE 5 ARTICLE III. RENT 5 ARTICLE IV. TAXES AND OPERATING EXPENSES 6 ARTICLE V. LANDLORD WORK/ OFFICE FURNITURE 12 ARTICLE VI. TENANT ALTERATIONS 13 ARTICLE VII. INSURANCE 13 ARTICLE VIII. MAINTENANCE AND REPAIR |
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| October 23, 2023 |
Exhibit 10.15 SERVICE AGREEMENT The licensee(s) identified on the signature block of this agreement (the “Licensee”) and CIC hereby agree to the following (the “Agreement” or “Service Agreement”). Please note that “Client”, “you” and “your” refer to the aforementioned Licensee, and “CIC”, “we” and “our” refer to the CIC agent identified in the signature block of this Agreement (the “Agent”) for th |
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| October 23, 2023 |
Exhibit: 4.5 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SU |
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| October 23, 2023 |
EXHIBIT 4.9 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUC |
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| October 23, 2023 |
Form of Restricted Stock Unit Agreement under the Tevogen Bio Inc 2020 Equity Incentive Plan. Exhibit 10.11 Grant No. TEVOGEN BIO INC. 2020 EQUITY INCENTIVE PLAN RESTRICTED Stock Unit Agreement COVER SHEET Tevogen Bio Inc., a Delaware corporation (the “Company”), hereby grants restricted stock units (the “RSUs”) relating to shares of the Company’s non-voting common stock, par value $0.01 per share (the “Stock”), to the Grantee named below, subject to the vesting and other conditions set fo |
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| October 23, 2023 |
Lease Agreement, dated as of June 9, 2022, between Tevogen Bio Inc and Wanamaker Office Lease, LP. Exhibit 10.16 THE WANAMAKER BUILDING OFFICE LEASE AGREEMENT BY AND BETWEEN WANAMAKER OFFICE LEASE, LP a Delaware limited partnership (“LANDLORD”) AND TEVOGEN BIO INC a Delaware corporation (“TENANT”) DATED June 9, 2022 i OFFICE LEASE AGREEMENT BETWEEN WANAMAKER OFFICE LEASE, LP, LANDLORD AND TEVOGEN BIO INC, TENANT TABLE OF CONTENTS Page 1. Term 5 2. Base Rent 5 3. Condition of Premises; Furniture |
