Tevogen Bio Holdings Inc
For the period ended Dec 31, 2023. Filed Apr 29, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Apr 29, 2024
TVGN$5.84+4.5%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 16. Form 10-K Summary
None.
INDEX TO EXHIBITS
| Exhibit | Description |
| 2.1† | Agreement and Plan of Merger, dated June 28, 2023, by and among the Company, Semper Merger Sub, Inc., SSVK Associates, LLC, Tevogen Bio Inc, and Ryan Saadi, in his capacity as seller representative (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on June 29, 2023 (File No. 001-41002)) |
| 3.1 | Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on February 14, 2024 (File No. 001-41002)) |
| 3.2 | Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on February 14, 2024 (File No. 001-41002)) |
| 3.3 | Certificate of Designation of Series A Preferred Stock of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on March 21, 2024 (File No. 001-41002)) |
| 3.4 | Certificate of Designation of Series B Preferred Stock of the Company (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on March 21, 2024 (File No. 001-41002)) |
| 3.5 | Certificate of Designation of Series A-1 Preferred Stock of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on April 2, 2024 (File No. 001-41002)) |
| 4.1 | Warrant Agreement, dated November 3, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on November 8, 2021 (File No. 001-41002)) |
| 4.2 | Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 (Registration Statement No. 333-260113) filed with the SEC on October 7, 2021) |
| 4.3* | Description of Securities |
| 10.1 | Service Agreement, dated as of April 15, 2022, between Tevogen Bio Inc and CIC Innovation Communities, LLC (incorporated by reference to Exhibit 10.15 to Amendment No. 2 to the Registration Statement on Form S-4 (Registration No. 333-274519) filed with the SEC on November 22, 2023) |
| 10.2 | Lease Agreement, dated as of June 9, 2022, between Tevogen Bio Inc and Wanamaker Office Lease, LP (incorporated by reference to Exhibit 10.16 to Amendment No. 2 to the Registration Statement on Form S-4 (Registration No. 333-274519) filed with the SEC on November 22, 2023) |
| 10.3 | Lease Agreement, dated as of February 14, 2022, between Tevogen Bio Inc and Mitsui Sumitomo Insurance Company of America (incorporated by reference to Exhibit 10.17 to Amendment No. 2 to the Registration Statement on Form S-4 (Registration No. 333-274519) filed with the SEC on November 22, 2023) |
| 10.4 | Letter Agreement, dated November 3, 2021, by and among the Company, its officers, its directors and Semper Paratus Sponsor LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 8, 2021 (File No. 001-41002)) |
| 10.5* | Amendment to Letter Agreement, dated February 13, 2024, by and among the Company, its officers, its directors, SVKK Associates, LLC, and Semper Paratus Sponsor LLC |
| 10.6* | Amended and Restated Registration Rights Agreement, dated February 14, 2024, by and among the Company, SSVK Associates, LLC, Semper Paratus Sponsor LLC, Cantor Fitzgerald & Co., and the other signatories thereto |
| 10.7* | Lock-Up Agreement, dated February 14, 2024, between the Company, SSVK Associates, LLC, Ryan Saadi, and the other signatories thereto |
| 10.8*+ | Non-Competition and Non-Solicitation Agreement, effective as of February 14, 2024, by and between the Company and Ryan Saadi |
| 10.9+ | Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed with the SEC on February 14, 2024 (File No. 001-41002)) |
| 10.10+ | Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed with the SEC on February 14, 2024 (File No. 001-41002)) |
| 10.11+ | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed with the SEC on February 14, 2024 (File No. 001-41002)) |
| 10.12† | Assignment and Assumption Agreement, dated as of February 14, 2024, by and between the Company and SSVK Associates, LLC (incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K/A filed with the SEC on February 20, 2024 (File No. 001-41002)) |
| 10.13* | Amendment to Assignment and Assumption Agreement, dated as of March 15, 2024, by and between the Company and SSVK Associates, LLC |
| 10.14*+ | Restricted Stock Unit Agreement, dated as of February 14, 2024, by and between the Company and Ryan Saadi |
| 10.15* | Securities Purchase Agreement, dated February 14, 2024, by and among the Company and The Patel Family, LLP |
| 10.16 | Amended and Restated Securities Purchase Agreement, dated as of March 27, 2024, by and among Tevogen Bio Holdings Inc. and The Patel Family, LLP (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 2, 2024 (File No. 001-41002)) |
| 31.1* | Certification of Chief Executive officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1** | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2** | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97.1* | Incentive Compensation Recovery Policy |
| EX-101.INS* | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| EX-101.SCH* | Inline XBRL Taxonomy Extension Schema Document |
| EX-101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| EX-101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| EX-101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document |
| EX-101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104.1* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Filed herewith. |
|---|---|
| ** | Furnished herewith |
| † | Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
| + | Indicates management contract or compensatory plan. |
SEMPER PARATUS ACQUISITION CORPORATION
INDEX TO FINANCIAL STATEMENTS
| Page | |
| Report of Independent Registered Public Accounting Firm (PCAOB ID # 688) | F-1 |
|---|---|
| Balance Sheets | F-2 |
| Statements of Operations | F-3 |
| Statements of Changes in Shareholders’ Deficit | F-4 |
| Statements of Cash Flows | F-5 |
| Notes to Financial Statements | F-6 – F-21 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.