Filing Analysis
Tevogen Bio Holdings Inc. has changed its corporate name to Tevogen Inc., effective July 30, 2026. This change was implemented through amendments to the Certificate of Incorporation and the Company's Bylaws.
📋 Key Facts
- Company name changed from 'Tevogen Bio Holdings Inc.' to 'Tevogen Inc.'
- Effective date of name change: July 30, 2026
- Ticker symbols for common stock (TVGN) and public warrants (TVGNW) remain unchanged on the Nasdaq Global Market
- CUSIP numbers for common stock (88165K200) and public warrants (88165K119) remain unchanged
Tevogen Bio Holdings Inc. received deficiency notices from Nasdaq on April 16 and 17, 2026, for failing to meet the $50 million minimum market value of listed securities and the $15 million minimum market value of publicly held shares. The company has 180 calendar days to regain compliance with these requirements to avoid delisting from the Nasdaq Global Market.
🚩 Red Flags
- Simultaneous failure of two distinct Nasdaq listing requirements.
- Market value of publicly held shares has dropped below the $15 million threshold.
- Total market value of listed securities has dropped below the $50 million threshold.
📋 Key Facts
- Received Nasdaq notice on April 16, 2026, for failing to meet the $50 million MVLS Requirement (Rule 5450(b)(2)(A)).
- Received Nasdaq notice on April 17, 2026, for failing to meet the $15 million MVPHS Requirement (Rule 5450(b)(2&3)(C)).
- The company has until October 13, 2026, and October 14, 2026, respectively, to regain compliance.
- Compliance requires the market value to close at or above the thresholds for a minimum of 10 consecutive business days.
- The company is considering a transfer to The Nasdaq Capital Market as a potential remedy.
Tevogen Bio Holdings Inc. has regained compliance with Nasdaq's minimum bid price requirement as of March 20, 2026. This was achieved following the implementation of a significant 1-for-50 reverse stock split effective March 6, 2026.
🚩 Red Flags
- Implementation of a massive 1-for-50 reverse stock split, typically indicative of severe share price distress.
- Previous non-compliance with Nasdaq's $1.00 minimum bid price requirement.
📋 Key Facts
- Received written notice from Nasdaq on March 20, 2026, confirming compliance with Rule 5450(a)(1).
- Compliance was achieved after a 1-for-50 reverse stock split of the Company’s common stock.
- The reverse split became effective on March 6, 2026.
- The Nasdaq listing matter is now considered closed.
Tevogen Bio Holdings Inc. has announced a 1-for-50 reverse stock split of its common stock, effective March 6, 2026. The split aims to consolidate the 202,416,556 shares outstanding into approximately 4,048,331 shares to meet Nasdaq requirements.
🚩 Red Flags
- High reverse split ratio (1-for-50) typically indicates a severely depressed share price and potential delisting risk.
- Authorized shares were not reduced in proportion to the split, creating massive potential for future dilution (800M authorized vs ~4M post-split outstanding).
📋 Key Facts
- Reverse stock split ratio is 1-for-50.
- Effective date is March 6, 2026, with post-split trading beginning at market open.
- Total issued and outstanding shares will decrease from 202,416,556 to approximately 4,048,331.
- Authorized shares remain unchanged at 800,000,000.
- Fractional shares will be settled in cash based on the closing price the day before the effective date.
- New CUSIP number for common stock is 88165K200.
- Warrant exercise prices will be multiplied by 50 and the number of shares underlying them divided by 50.
Tevogen Bio Holdings stockholders approved a significant reverse stock split with a ratio between 1:25 and 1:85 and a massive 100 million share increase to the company's 2024 Omnibus Incentive Plan.
🚩 Red Flags
- Reverse stock split proposal (1:25 to 1:85 ratio) is a common defensive measure for companies facing delisting or low share prices.
- Massive potential dilution from the 100,000,000 share increase to the incentive plan relative to the existing 201.5M share base.
📋 Key Facts
- Stockholders approved a reverse stock split at a ratio between 1:25 and 1:85, with the final ratio to be determined by the Board.
- The 2024 Omnibus Incentive Plan was amended to increase the number of shares available for issuance by 100,000,000 shares.
- As of January 21, 2026, the company had 201,522,282 shares of Common Stock issued and outstanding.
- The 100 million share increase to the incentive plan represents approximately 49.6% of the current total shares outstanding.
- The Special Meeting of stockholders was held on February 19, 2026.
Tevogen Bio Holdings Inc. announced that its Board of Directors is evaluating the possibility of declaring a one-time special cash dividend, contingent upon the achievement of future financial milestones.
📋 Key Facts
- Board expressed intention to evaluate a potential one-time special cash dividend.
- Dividend declaration is subject to satisfaction of specific financial milestones to be determined at a future date.
- The announcement was made via press release on January 30, 2026.
Tevogen Bio Holdings Inc. received a notice from Nasdaq stating it is no longer in compliance with the $1.00 minimum bid price requirement after failing to maintain that price for 30 consecutive business days. The company has until March 23, 2026, to regain compliance or face potential delisting.
🚩 Red Flags
- Delisting notice (non-compliance with minimum bid price requirement).
- Potential for forced transfer from Nasdaq Global Market to Nasdaq Capital Market if compliance is not met.
📋 Key Facts
- Received notice from Nasdaq Listing Qualifications Department on September 23, 2025.
- Failure to meet the $1.00 per share minimum bid price requirement (Nasdaq Listing Rule 5450(a)(1)).
- Compliance deadline is March 23, 2026 (180-day period).
- The company may be eligible for an additional 180-day compliance period if it transfers to the Nasdaq Capital Market and meets other requirements.
- No immediate effect on current listing or trading status.
Tevogen Bio Holdings Inc. announced the issuance of 8,000,000 restricted stock units to CEO and Chairperson Dr. Ryan Saadi following Board approval on June 27, 2025.
🚩 Red Flags
- Significant dilution: The grant of 8 million shares represents approximately 4.1% of the total outstanding common stock (193.7M).
- Extremely long vesting schedule: A 7-year cliff/start for the CEO is unusual and may indicate a highly structured attempt to align long-term interests or manage immediate dilution, but it also ties up significant equity.
- Related-party transaction involving the CEO.
📋 Key Facts
- Grant of 8,000,000 shares of restricted stock to CEO/Chairperson Dr. Ryan Saadi.
- CEO's shares vest in four equal annual installments starting on the seventh anniversary of the grant date.
- Other grantees' shares vest in three equal annual installments starting on the fifth anniversary.
- Vesting is subject to continuous service, with accelerated vesting upon death or disability.
- Total common stock outstanding as of July 10, 2025, is 193,693,433 shares.
Tevogen Bio Holdings Inc. entered into an 'at-the-market' (ATM) sales agreement with A.G.P./Alliance Global Partners to facilitate the potential issuance and sale of up to $50,000,000 in common stock.
🚩 Red Flags
- Potential for significant shareholder dilution through the $50M ATM offering.
- ATM offerings are often used by micro-cap biotech companies to fund ongoing operational burn rates, which can lead to rapid share supply increases.
📋 Key Facts
- Entered into a Sales Agreement with A.G.P./Alliance Global Partners on July 3, 2025.
- The agreement allows for the issuance and sale of up to $50,000,000 of common stock.
- Sales will be conducted via an 'at-the-market' equity offering under a previously declared effective S-3 shelf registration (File No. 333-288218).
- The Company may terminate the agreement at any time upon written notice.
The Company's founder and CEO, Ryan Saadi, made a $500,000 cash contribution to Tevogen Bio Holdings Inc. on June 30, 2025. The funds are intended to cover build-out and first-year operating costs for the company's new corporate headquarters in Warren, New Jersey.
🚩 Red Flags
- Related-party transaction: The CEO is personally funding the company's operational/capital expenditures (headquarters build-out).
- Potential liquidity strain: Reliance on founder contributions for basic operating costs and facility setup suggests limited external capital access.
📋 Key Facts
- Founder and CEO Ryan Saadi provided a $500,000 cash contribution on June 30, 2025.
- The funds are earmarked for build-out and first-year operating costs of the new corporate headquarters in Warren, NJ.
- The company is an emerging growth company.
Tevogen Bio Holdings Inc. held its 2025 Annual Meeting of Stockholders on June 23, 2025. The meeting resulted in the election of two directors and the ratification of KPMG LLP as the company's independent auditor.
📋 Key Facts
- Annual Meeting held on June 23, 2025.
- Jeffrey Feike elected to the Board of Directors (Class I) for a three-year term.
- Dr. Curtis Patton elected to the Board of Directors (Class I) for a three-year term.
- KPMG LLP ratified as independent registered public accounting firm for fiscal year ending Dec 31, 2025.
- Quorum was established with 167,360,586 shares represented out of 183,893,433 outstanding shares.
Tevogen Bio Holdings Inc. entered into an amendment to its office lease agreement, doubling its leased space and extending the term until February 2033. The company plans to consolidate operations by moving employees from its Philadelphia R&D center to this expanded New Jersey location.
🚩 Red Flags
- Increased fixed operating expenses due to doubled office space and long-term commitment (until 2033).
📋 Key Facts
- Entered into Amendment No. 1 to Lease Agreement on May 30, 2025.
- Lease is for principal executive offices in Warren, NJ.
- The amendment doubles the amount of leased space.
- Term extended until February 2033.
- Annual lease payment will be approximately $330,000.
Tevogen Bio Holdings Inc. amended its Bylaws to modify the resignation procedures for directors who fail to receive a majority of votes in uncontested elections. This is a technical governance update regarding director election outcomes.
🚩 Red Flags
- None identified; this is a standard governance amendment.
📋 Key Facts
- The Board of Directors amended and restated the Company's Bylaws on April 21, 2025.
- The amendment specifically modifies procedures for handling resignations tendered by directors who fail to receive a majority of votes in uncontested elections.
- The filing was signed by CEO Ryan Saadi on April 25, 2025.
Tevogen Bio Holdings Inc. entered into a Master Services and Facilities Agreement with CD 8 Technology Services LLC to secure manufacturing facilities and operational services for cell therapy production. The agreement involves a related party, as CD8 is associated with a beneficial owner of more than 5% of the company's common stock.
🚩 Red Flags
- Related-party transaction involving a company associate (CD8) and a >5% beneficial owner (Dr. Manmohan Patel).
📋 Key Facts
- Agreement entered into on April 17, 2025, with CD 8 Technology Services LLC (CD8).
- Purpose: Access to specialized manufacturing facilities (clean rooms/laboratories) and operational services for cell therapy products.
- Structure: Master Agreement governs general terms; specific scope, costs, and timelines to be defined in individual project work orders.
- Term: Initial 12-month term with automatic 12-month renewals unless terminated.
- Related Party Disclosure: CD8 is associated with Dr. Manmohan Patel, who owns >5% of Tevogen's common stock.
Tevogen Bio Holdings Inc. announced a $2,000,000 grant from KRHP LLC to fund the development of T cell therapeutics. The funding source is an affiliate of the spouse of a major investor who owns more than 5% of the company.
🚩 Red Flags
- Related-party transaction: The funding originates from an affiliate of a significant shareholder (>5% owner).
- Potential conflict of interest regarding the terms and valuation of the grant/investment structure.
📋 Key Facts
- Received a $2,000,000 grant on January 28, 2025.
- Grantor is KRHP LLC, a New Jersey limited liability company.
- KRHP LLC is affiliated with the spouse of Dr. Manmohan Patel.
- Dr. Manmohan Patel is an existing investor and beneficial owner of >5% of common stock.
- Funds are designated for development of off-the-shelf precision T cell therapeutics.
Tevogen Bio Holdings Inc. entered into a $6.0 million securities purchase agreement for the issuance of Series C Preferred Stock to an existing investor associated with a major shareholder. The transaction includes significant terms including a 7.5% cumulative dividend and potential dilution via conversion features.
🚩 Red Flags
- Related-party transaction: The investor is an existing lender and is associated with a major shareholder (Dr. Manmohan Patel).
- Potential significant dilution: Conversion feature based on VWAP with a low floor price ($0.6172) can lead to substantial share issuance.
- Dividend burden: 7.5% cumulative dividend increases the company's long-term liabilities/equity obligations.
📋 Key Facts
- Total investment amount: $6.0 million for 600 shares of Series C Preferred Stock.
- Closing schedule: $4.0 million on August 30, 2024; $2.0 million on September 16, 2024.
- Conversion price: VWAP of the 30 trading days prior to exercise, subject to a floor price of $0.6172.
- Dividend: 7.5% annual cumulative dividend, compounded annually, starting Sept 30, 2024 (or upon full payment).
- Beneficial Ownership Limitation: Investor capped at 9.99% ownership, with a mechanism to increase up to 19.99%.
- Call Right: Company can call the stock after five years.
- The investor is an existing lender and is associated with Dr. Manmohan Patel, who owns >5% of Common Stock.
Tevogen Bio Holdings Inc. entered into a $6.0 million securities purchase agreement for the issuance of 600 shares of Series C Preferred Stock to an existing investor associated with Dr. Manmohan Patel. The transaction includes significant conversion features, a 7.5% cumulative dividend, and potential dilution via pre-funded warrants.
🚩 Red Flags
- Related-party transaction: The investor is associated with Dr. Manmohan Patel, a beneficial owner of >5% of Common Stock.
- Potential significant dilution due to floating conversion price (VWAP) and pre-funded warrants.
- Cumulative dividend obligation of 7.5% compounded annually for up to 10 years.
- Director resignation: Suren Ajjarapu resigned effective August 21, 2024.
📋 Key Facts
- Investor purchased 600 shares of Series C Preferred Stock for $6.0 million on August 21, 2024.
- Series C Preferred Stock carries a 7.5% annual cumulative dividend, compounded annually, starting Sept 30, 2024 (or upon full payment).
- Conversion price is based on the 30-day VWAP with a floor price of $0.6172.
- Includes a Beneficial Ownership Limitation (9.99% cap) to prevent dilution exceeding limits, mitigated by pre-funded warrants at $0.0001 exercise price.
- The Company holds a call right (redemption) after the 5th anniversary of issuance.
- Series C is non-voting but carries consent rights for amendments adverse to its terms.
Tevogen Bio Holdings Inc. received a notification from Nasdaq that it is no longer meeting the $1.00 minimum bid price requirement for continued listing. Additionally, the company entered into an agreement to repurchase and cancel all Series B Preferred Stock held by SSVK Associates, LLC, reassuming $3.6 million in liabilities.
🚩 Red Flags
- Delisting notice: Failure to meet Nasdaq's minimum bid price requirement.
- Related-party transaction: The repurchase agreement is with SSVK Associates, LLC, where a managing member (Suren Ajjarapu) serves on the company's board of directors.
- Increased liabilities: The company reassumed $3.6 million in debt/liabilities to facilitate the preferred stock cancellation.
📋 Key Facts
- Nasdaq notified the company on June 14, 2024, of non-compliance with the $1.00 minimum bid price requirement (Rule 5450(a)(1)).
- The company has a compliance period until December 11, 2024, to regain compliance.
- If compliance is not met by the deadline, the company may be eligible for an additional 180-day period if it transfers to the Nasdaq Capital Market.
- On June 15, 2024, the company repurchased and cancelled all Series B Preferred Stock held by SSVK Associates, LLC.
- As consideration for the repurchase, Tevogen Bio reassumed $3.6 million in liabilities previously assigned to SSVK.
Tevogen Bio Holdings Inc. entered into a $36 million unsecured line of credit facility with The Patel Family, LLP, which includes a contingent option for the lender to participate in a $14 million PIPE at a 30% discount to VWAP if stock reaches $10.00. The agreement features significant potential dilution through interest payments and principal repayments payable in common stock.
🚩 Red Flags
- Significant potential dilution: Interest and principal are payable in common stock at fixed or formulaic prices, not cash.
- Related-party transaction: The Lender is an existing stockholder and affiliate of Manmohan Patel (5% owner).
- Contingent PIPE with a 30% discount to VWAP provides a significant incentive for the lender/affiliate.
- Unsecured debt facility increases financial risk without providing immediate large-scale cash infusion (capped at $1M/month).
📋 Key Facts
- Entered into a Loan Agreement with The Patel Family, LLP on June 6, 2024.
- Maximum loan amount of $36.0 million via an unsecured line of credit facility.
- Monthly borrowing limit of $1.0 million per month until May 2027 or PIPE consummation.
- Interest rates: Lower of SOFR + 2.00% or a cap of 7.00% per annum.
- Interest and principal repayments are payable in Common Stock at an effective price of $1.50 per share (or VWAP for principal).
- Lender has a contingent option to purchase $14.0 million in shares via PIPE at a 30% discount to Trailing VWAP once stock hits $10.00.
- Company issued 1,000,000 shares as a commitment fee to the Lender.
- Total potential dilution could reach up to 33.72 million shares under maximum draw/interest scenarios.
Tevogen Bio Holdings Inc. filed an Amendment No. 3 to its February 14, 2024, Form 8-K to correct a clerical error in the KPMG LLP audit report. The amendment removes a reference to auditing standards applicable to private companies within the audited financial statements for the years ended December 31, 2023, and 2022.
🚩 Red Flags
- The filing is an amendment to a previous report, indicating ongoing administrative/reporting adjustments.
📋 Key Facts
- Filed as Amendment No. 3 to an original 8-K dated February 14, 2024.
- The purpose is specifically to remove a reference to auditing standards applicable to private companies in the KPMG LLP report.
- The amendment does not change any financial figures or other items of the original report.
- Includes audited financial statements for Tevogen Bio Inc. as of and for the years ended December 31, 2023, and 2022 (Exhibit 99.1).
- Includes Pro Forma financial information as of year-end 2023 (Exhibit 99.3).
Tevogen Bio Holdings Inc. entered into a binding term sheet with The Patel Family, LLP for a $36 million unsecured line of credit and a contingent $14 million PIPE option. The deal includes significant equity-based interest payments and commitment fees.
🚩 Red Flags
- High dilution risk due to interest payable in common stock at a fixed $1.50 price.
- Significant commitment fee of 1,000,000 shares issued immediately upon signing.
- Related-party transaction: The Lender (The Patel Family, LLP) is an affiliate of Manmohan Patel, who owns >5% of the company.
- Contingent PIPE at a 30% discount creates potential downward pressure on stock price near the $10.00 threshold.
📋 Key Facts
- Maximum Loan Amount: $36.0 million via an unsecured facility.
- Facility Structure: Up to $1.0 million per month in single draws for up to 35 months.
- Interest Terms: Fixed rate of the lower of (SOFR + 2%) or 7.00% per annum, payable in common stock at $1.50 per share.
- PIPE Option: Lender has an option to purchase $14 million+ in common stock at a 30% discount to the 10-day VWAP once the stock hits $10.00/share.
- Commitment Fee: Issuance of 1,000,000 shares of common stock to the Lender upon execution of the definitive agreement.
- Ownership Limits: Total shares issued to Lender capped at 19.99% without stockholder consent; beneficial ownership limited to 9.99% unless pre-funded warrants are used.
Tevogen Bio Holdings Inc. has appointed KPMG LLP as its new independent registered public accounting firm, replacing Marcum LLP effective immediately for the fiscal year ending December 31, 2024.
🚩 Red Flags
- Auditor change combined with prior going concern language
- Prior auditor's reports contained a going concern explanatory paragraph for FY2022 and FY2023
- Disclosed material weakness in internal control over financial reporting (complex financial instruments and related party collectability)
- Potential risk of restatement or audit delays due to the transition from Marcum to KPMG amidst existing material weaknesses.
📋 Key Facts
- KPMG LLP was appointed by the Audit Committee on April 29, 2024.
- Marcum LLP was dismissed as the independent auditor on April 29, 2024.
- The company's previous auditor (Marcum) included an explanatory paragraph regarding the company's ability to continue as a going concern in its reports for FY2022 and FY2023.
- The company disclosed material weaknesses in internal control over financial reporting as of December 31, 2023, specifically related to complex financial instruments and collectability from related parties.
Tevogen Bio Holdings Inc. filed an amendment to its February 2024 8-K to include audited financial statements and MD&A for Tevogen Bio Inc., following a business combination/acquisition. The filing provides the necessary pro forma condensed combined financial information as of year-end 2023.
🚩 Red Flags
- Multiple amendments to the original 8-K suggest a complex or evolving transaction structure/disclosure requirement.
- The filing involves 'pro forma' information, which can sometimes mask the true cash burn or debt profile of the combined entity during integration.
📋 Key Facts
- Filing is an Amendment No. 2 to an Original Report filed on February 14, 2024.
- Includes audited financial statements for Tevogen Bio Inc. for years ended December 31, 2023, and 2022 (Exhibit 99.1).
- Includes Management’s Discussion and Analysis (MD&A) for Tevogen Bio Inc. for years ended December 31, 2023, and 2022 (Exhibit 99.2).
- Provides unaudited pro forma condensed combined financial information of Tevogen Holdings and Tevogen Bio as of year-end 2023 (Exhibit 99.3).
- The registrant is an emerging growth company.
Tevogen Bio Holdings Inc. issued a press release announcing expected pro forma combined financial results for the company and its subsidiary, Tevogen Bio Inc., as of year-end 2023.
📋 Key Facts
- Announcement date: April 26, 2024
- The filing pertains to expected pro forma combined financial results for the Company and its wholly owned subsidiary, Tevogen Bio Inc.
- Financial results cover the period as of and for the year ended December 31, 2023.
- Company is an emerging growth company.
Tevogen Bio Holdings Inc. amended its 8-K to include a previously omitted Item 3.02, disclosing an agreement with an entity associated with Dr. Manmohan Patel, a beneficial owner of >5% of the company's common stock. The investor is purchasing $6.0 million in Series A-1 Preferred Stock which carries significant conversion rights and protective provisions.
🚩 Red Flags
- Related-party transaction: The investor is an entity associated with Dr. Manmohan Patel, a >5% beneficial owner.
- Significant dilution potential: Conversion of Series A-1 into 600,000 shares represents substantial potential dilution for existing common shareholders.
- Protective provisions: The investor holds significant control over the company's charter/bylaws via consent rights (50.1% threshold).
- High dividend escalator: Cumulative dividend increases annually, creating a growing liability for the company.
📋 Key Facts
- Investor (The Patel Family, LLP) agreed to purchase 600 shares of Series A-1 Preferred Stock for $6.0 million on March 27, 2024.
- Series A-1 Preferred Stock is convertible into a total of 600,000 shares of common stock at the holder's election.
- The security carries a cumulative annual dividend starting at 5%, increasing by 2% annually up to a cap of 15%.
- Series A-1 Preferred Stock ranks pari passu to Series A and senior to Common and Series B Preferred Stock regarding dividends and liquidation.
- The investor holds protective consent rights, requiring 50.1% approval for amendments adverse to the Series A-1 terms.
Tevogen Bio Holdings Inc. entered into an amended securities purchase agreement with The Patel Family, LLP to issue 600 shares of Series A-1 Preferred Stock for $6.0 million. This follows a previous $2.0 million investment and includes highly dilutive conversion rights and significant protective provisions for the investor.
🚩 Red Flags
- Extreme Dilution: The conversion ratio allows for the issuance of 600,000 common shares from a $6M investment.
- Related-Party Transaction: The investor is an entity associated with Dr. Manmohan Patel, an existing >5% beneficial owner.
- Control Rights: Investor holds veto power (50.1%) over material changes to the company's governing documents.
- Cumulative Dividend: High dividend rate (starting at 5% and scaling up) creates a growing liability for the company.
📋 Key Facts
- Investor: The Patel Family, LLP (associated with Dr. Manmohan Patel, a >5% beneficial owner).
- Transaction Value: $6.0 million for 600 shares of Series A-1 Preferred Stock.
- Conversion Ratio: Shares are convertible into a total of 600,000 shares of common stock (1,000:1 ratio).
- Dividend Terms: 5% annual cumulative dividend, increasing by 2% annually up to a 15% cap.
- Liquidation Preference: Senior to all Common and Series B Preferred Stock; holders receive the greater of original issue price plus dividends or as-converted value.
- Consent Rights: Holders of 50.1% of Series A-1 must consent to any amendments/repeals of bylaws or articles adverse to their interests.
Tevogen Bio Holdings Inc. has filed certificates of designation for Series A and Series B Preferred Stock, following a $8 million investment from Dr. Manmohan Patel and an assignment of liabilities by the company's sponsor.
🚩 Red Flags
- Highly dilutive preferred stock structures with escalating dividend rates.
- Series A dividends increase significantly over time (2% annual step-up), creating a growing liability.
- Complex liquidation preferences where Series A and B holders are prioritized over common shareholders.
- Potential for significant dilution of common equity through conversion rights.
📋 Key Facts
- Series A Preferred Stock issued to Dr. Manmohan Patel at $4,000 per share; total investment amount is $8 million.
- Series A features a cumulative dividend starting at 5% per annum, increasing by 2% annually.
- Series A ranks senior to all Common and Series B Preferred Stock in liquidation and dividends.
- Series B Preferred Stock issued to the Sponsor for approximately $3.6 million in assumed liabilities.
- Series B features a quarterly dividend starting at 3.25%, increasing by 0.25% monthly (capped at 7.5% per quarter).
- The company is an emerging growth company.
Tevogen Bio Holdings Inc. has adopted a formal Code of Business Conduct and Ethics applicable to all officers, directors, and employees.
📋 Key Facts
- The Company adopted a Code of Business Conduct and Ethics on February 14, 2024.
- The Code applies to the CEO, CFO, and other executive officers.
- The Code is designed to promote ethical conduct and ensure compliance with laws and regulations.
Tevogen Bio Holdings Inc. filed an amendment to its 8-K detailing the consummation of a business combination involving significant related-party transactions and complex equity issuances. The filing includes $8 million in Series A Preferred Stock issued to an entity associated with a >5% owner and the assumption of $4.2 million in liabilities by the SPAC sponsor via Series B Preferred Stock.
🚩 Red Flags
- Significant related-party transactions: Series A investor is associated with Dr. Manmohan Patel (>5% owner); SSVK (sponsor) and Suren Ajjarapu (Board Member) are involved in the liability assumption and loan conversions.
- Highly dilutive convertible instruments: 2,000,000 shares of common stock via Series A conversion rights.
- Complex/Aggressive dividend structures: Escalating quarterly dividends on Series B Preferred Stock could strain cash flow.
- Potential for 'death spiral' mechanics: The call right on Series A is tied to a VWAP-based price trigger ($5.00), which often accompanies dilutive financing in micro-caps.
📋 Key Facts
- Company entered into a $8.0 million Series A Preferred Stock Purchase Agreement on Feb 14, 2024; payable in two installments ($2M by Feb 15, 2024; $6M by March 16, 2024).
- Series A Preferred Stock is convertible into up to 2,000,000 shares of common stock and carries a 5% cumulative annual dividend (increasing 2% annually).
- SSVK Associates, LLC (SPAC sponsor) assumed $4.2 million in liabilities from Semper Paratus in exchange for non-voting Series B Preferred Stock.
- Series B Preferred Stock features a quarterly dividend starting March 21, 2024, with an escalating rate up to 7.5% per quarter.
- Issued 600,000 shares of common stock to two financial institutions for capital markets advisory services.
Semper Paratus Acquisition Corp completed its business combination with Tevogen Bio Inc. on February 14, 2024, resulting in the domestication of the company as Tevogen Bio Holdings Inc. The transaction involved a merger where Tevogen Bio became a wholly owned subsidiary of Semper Paratus.
🚩 Red Flags
- Significant debt assumption: $24 million in convertible promissory notes assumed upon closing.
- Potential dilution: Large number of earnout shares (up to 24.5M total) and conversion of notes into equity.
- High-risk profile: The company is an emerging growth company with no revenue, a history of significant losses, and no approved products.
- Financing risk: Explicitly states the need for substantial additional financing which may not be available.
📋 Key Facts
- Closing Date: February 14, 2024.
- The company changed its jurisdiction from Cayman Islands to Delaware (Domestication).
- Exchange Ratio: Each share of Tevogen Bio was converted into shares based on a $1.2 billion valuation formula divided by $10.00 per share.
- Earnout Shares: Up to 20,000,000 shares for former stockholders and 4,500,000 shares for the Sponsor may be issued over 36 months based on triggering events.
- Note Assumption: The company assumed $24.0 million in convertible promissory notes, which converted into 10,337,419 shares of Common Stock.
- Registration Rights: An Amended and Restated Registration Rights Agreement was entered into with Cantor Fitzgerald & Co. to facilitate potential shelf takedowns.
Semper Paratus Acquisition Corp successfully held an extraordinary general meeting where shareholders approved all proposals related to its business combination with Tevogen Bio Inc. The transaction involves the redomestication of the company from the Cayman Islands to Delaware and a name change to Tevogen Bio Holdings Inc.
🚩 Red Flags
- Significant redemption activity: $15.9 million being removed from the trust account indicates a portion of shareholders chose to exit rather than participate in the merger.
📋 Key Facts
- Shareholders approved the Business Combination Proposal, Domestication Proposal, and Organizational Documents Proposal on January 31, 2024.
- Approximately $15.9 million (~$11.07 per Public Share) will be removed from the Trust Account to pay redeeming shareholders.
- The company will redomesticate as a Delaware corporation under the name 'Tevogen Bio Holdings Inc.'
- Post-closing, common stock is expected to trade on Nasdaq under symbols 'TVGN' and 'TVGNW'.
- A quorum was present with 13,984,089 ordinary shares represented at the meeting.
Semper Paratus Acquisition Corp announced a supplement to its proxy statement regarding an upcoming extraordinary general meeting on January 29, 2024. The filing details the intent to proceed with a business combination (merger) with Tevogen Bio Inc., including a change in the intended Nasdaq listing tier.
🚩 Red Flags
- SPAC merger complexity: The business combination is subject to shareholder approval and minimum cash requirements at closing.
- Potential redemption risk: High levels of redemptions could impact the ability to meet Nasdaq initial listing standards or closing conditions.
📋 Key Facts
- Extraordinary general meeting scheduled for January 29, 2024, to vote on the Business Combination.
- The merger involves Semper Paratus de-registering from the Cayman Islands and redomesticating to Delaware as 'Tevogen Bio Holdings Inc.'
- The parties have agreed to seek listing on a different tier of Nasdaq (moving from NYSE American to a Nasdaq tier).
- The transaction is pursuant to a Merger Agreement dated June 28, 2023.
- Redeemable warrants are exercisable for one Class A ordinary share at $11.50 per share.
Semper Paratus Acquisition Corp announced that the SEC has declared its Form S-4 registration statement effective regarding its proposed business combination with Tevogen Bio Inc. This marks a significant regulatory milestone in the merger process between the SPAC and the target company.
🚩 Red Flags
- Transaction subject to shareholder approval and satisfaction of minimum cash at closing requirements.
- Risk of high redemption levels by SPAC shareholders which could impact the deal's viability.
- Potential for failure to meet NYSE initial listing standards post-merger.
📋 Key Facts
- SEC declared the Form S-4 registration statement effective as of January 4, 2024.
- The transaction involves a merger between Semper Paratus Acquisition Corp (via Merger Sub) and Tevogen Bio Inc.
- Tevogen Bio will be the surviving entity following the completion of the merger.
- The announcement was made via a joint press release on January 5, 2024.