Tevogen Bio Holdings Inc

As filed with the Securities and Exchange Commission on June 21, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

15 Independence Boulevard, Suite #410

Warren, New Jersey 07059

(877)838-6436

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Ryan Saadi

Chief Executive Officer

15 Independence Boulevard, Suite #410

Warren, New Jersey 07059

(877)838-6436

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

**William I. Intner

J. Nicholas Hoover

Hogan Lovells US LLP

100 International Drive, Suite 2000

Baltimore, Maryland 21202

(410) 659-2700

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.

Pursuant to Rule 429 under the Securities Act of 1933, as amended, the prospectus that forms a part of this Registration Statement on Form S-1 (this “Registration Statement”) is a combined prospectus relating to (i) the resale and, as applicable, issuance of the shares of Common Stock and the resale of Warrants being newly registered under this Registration Statement as described in the prospectus that forms a part of this Registration Statement and (ii) the issuance and sale of up to 24,500,000 shares of Common Stock issuable upon the achievement of certain earnout triggering events, as described in the prospectus that forms a part of this Registration Statement, previously registered under the registrant’s Registration Statement on Form S-4, as amended (File No. 333-274519) (the “Prior Registration Statement”). This Registration Statement also constitutes a Post-Effective Amendment to the Prior Registration Statement. Such Post-Effective Amendment shall become effective concurrently with the effectiveness of this Registration Statement in accordance with Section 8(c) of the Securities Act.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated June 21, 2024.

PRELIMINARY PROSPECTUS

42,474,978****Shares of Common Stock

24,851,308****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 the exercise of outstanding warrants to purchase Common Stock (the “Warrants”) originally issued by Semper Paratus Acquisition Corporation (“Semper Paratus”) (n/k/a Tevogen Bio Holdings Inc.) as part of Semper Paratus’s (a) initial public offering and (b) concurrent private placement (the “Private Placement”) of units at a price of $10.00 per unit, with each unit consisting of one Class A ordinary share of Semper Paratus and one-half of a warrant and (ii) 24,500,000 shares of Common Stock issuable upon the achievement of certain earnout triggering events, as described in this prospectus. This prospectus also relates to the resale by the securityholders identified in this prospectus (each a “Registered Holder” and, collectively, the “Registered Holders”) of up to (i) 24,851,308 shares of Common Stock (the “Total Resale Shares”) and (ii) 725,000 of our outstanding Warrants, originally issued as part of units sold in the Private Placement (the “Private Placement Warrants”).

The Total Resale Shares consist of (i) 8,988,889 shares of Common Stock and 500,000 shares of Common Stock underlying Private Placement Warrants that were purchased by SSVK Associates, LLC (“SSVK”), which was Semper Paratus’s sponsor, from Semper Paratus Sponsor LLC (the “Original Sponsor”), which was Semper Paratus’s original sponsor, for an aggregate purchase price of $1.00, (ii) 174,000 shares of Common Stock issued pursuant to the Conversion Agreements (as defined elsewhere in this prospectus) at an effective price of $10.00 per share, (iii) 1,651,000 shares of Common Stock issued pursuant to the Subscription Agreements (as defined elsewhere in this prospectus) as consideration for extending loans in an aggregate amount of $1,651,000, (iv) 500,000 shares of Common Stock issued pursuant to the Fee Reduction Agreement (as defined elsewhere in this prospectus) at an effective price of $10.00 per share, (v) 600,000 shares of Common Stock issued pursuant to the Letter of Engagement (as defined elsewhere in this prospectus) in consideration for capital markets advisory services, (vi) 10,337,419 shares of Common Stock issued upon assumption and subsequent conversion of the Tevogen Bio Convertible Notes (as defined elsewhere in this prospectus) that had an aggregate principal amount totaling approximately $24.0 million and accrued interest totaling approximately $2.9 million at the time of the Business Combination (as defined elsewhere in this prospectus), (vii) 500,000 shares of Common Stock issuable upon the conversion of shares of Series A Preferred Stock at a conversion price of $4.00 per share, (viii) 600,000 shares of Common Stock issuable upon the conversion of shares of Series A-1 Preferred Stock at a conversion price of $10.00 per share, and (ix) 1,000,000 shares of Common Stock issued pursuant to the Loan Agreement (as defined elsewhere in this prospectus) as a commitment fee in consideration for providing us with a credit facility.

We may receive up to an aggregate of approximately $207 million from the cash exercise of the Warrants. The exercise price of each of our Warrants is $11.50 per warrant. However, the last reported sales price of our Common Stock on June 20, 2024 was $0.755. The likelihood that holders of Warrants will exercise their Warrants, and therefore any amount of cash proceeds that we may receive, is dependent upon the trading price of our Common Stock. If the trading price for our Common Stock continues to be less than $11.50 per share, we do not expect holders to exercise their Warrants. Additionally, under certain circumstances, the Warrants may be exercised on a cashless basis and we would not receive any proceeds from such exercise. We expect to use the net proceeds from the exercise of such securities, if any, for general corporate and working capital purposes. We will have broad discretion over the use of any proceeds from the exercise of such securities. Any proceeds from the exercise of such securities would increase our liquidity, but we are not currently budgeting for any cash proceeds from the exercise of Warrants when planning for our operational funding needs. For further information regarding our operational funding needs, see the section of this prospectus titled “Risk Factors – Risks Related to Our Financial Position and Need for Additional Capital – Our management has concluded that due to cash on hand, there is substantial doubt about our ability to continue as a going concern.”

We are registering the securities for resale including pursuant to certain of the Registered Holders’ registration rights under certain agreements between us and the Registered Holders and to facilitate the Company’s call right with respect to the Series A Preferred Stock and the Series A-1 Preferred Stock. Our registration of the securities covered by this prospectus does not mean that the Registered Holders will offer or sell any of the shares of Common Stock or Warrants. The Registered Holders may offer, sell or distribute all or a portion of their shares of Common Stock or Warrants publicly or through private transactions at prevailing market prices or at negotiated prices. We provide more information about how the Registered Holders may sell the shares of Common Stock or Warrants in the section titled “Plan of Distribution.” Additionally, certain shares of our Common Stock held by SSVK and the distributees of the Original Sponsor remain subject to contractual lock-ups. See the section of this prospectus titled “Prospectus Summary—Background.”

The sale of securities being offered in this prospectus could result in adverse effects on the market for our Common Stock, including increasing volatility, limiting the availability of an active market, or resulting in a significant decline in the public trading price of our Common Stock. Even if the prevailing trading price of our Common Stock is at or significantly below the price at which the units were issued in Semper Paratus’s initial public offering, some of the Registered Holders may still be able to profit on sales due to the lower price at which they purchased their shares compared to public investors, or because they acquired or may acquire their shares as compensation for services rendered, in consideration of the extension of loans, or in other circumstances, and therefore may still have an incentive to sell securities held by them and being offered in this prospectus. Public securityholders may not experience a similar rate of return on the securities they purchase due to differences in the purchase prices and the current trading price. See “Risk Factors – Risks Related to Being a Public Company and Ownership of Securities – Sales of a substantial number of our securities in the public market by the Registered Holders or by our other existing securityholders could cause the price of our Common Stock and Warrants to fall.”

We are an “emerging growth company” and “smaller reporting company” for purposes of federal securities laws and are subject to reduced public company reporting requirements. Accordingly, the information in this prospectus may not be comparable to information provided by companies that are not emerging growth companies or smaller reporting companies.

Our Common Stock and Warrants are listed on The Nasdaq Stock Market LLC under the symbols “TVGN” and “TVGNW,” respectively. On June 20, 2024, the closing price of our Common Stock was $0.755 and the closing price for our Warrants was $0.021.

We will bear all costs, expenses and fees in connection with the registration of the shares of Common Stock and Private Placement Warrants. The Registered Holders will bear all commissions and discounts, if any, attributable to their sales of the shares of Common Stock or Private Placement Warrants.

Our business and investment in our Common Stock and Warrants involve significant risks. These risks are described in the section titled “Risk Factors” beginning on page 8 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2024.

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