{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-24-004562","form_type":"8-K","ticker":"TVGN","cik":"0001860871","company_name":"Tevogen Bio Holdings Inc.","filed_at":"2024-02-01T23:59:59+00:00","discovered_at":"2026-05-14T18:03:26.124251+00:00","generated_at":"2026-06-06T11:34:28.688049+00:00","sec_items":["5.07","7.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Semper Paratus shareholders approve merger with Tevogen Bio; redemptions ~$15.9M","bullets":["Shareholders approved all proposals, including business combination, domestication, and charter changes.","Approximately 1.43M public shares redeemed for ~$15.9M (~$11.07 per share) from trust.","Combined company expected to trade on Nasdaq as 'TVGN' after closing.","Elected board: Dr. Curtis Patton, Jeffrey Feike, Surendra Ajjarapu, Victor Sordillo, Dr. Keow Lin Goh, Dr. Ryan Saadi, Susan Podlogar."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-24-004562","json":"https://secwatch.observer/filing/0001493152-24-004562.json","markdown":"https://secwatch.observer/filing/0001493152-24-004562.md","text":"https://secwatch.observer/filing/0001493152-24-004562.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1860871/000149315224004562/0001493152-24-004562-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1860871/000149315224004562/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-06T11:34:28.688049+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"0aab39e1a2b821019ec75bc9d5600d473206f586","claim":"Tevogen Bio Holdings Inc. shareholders approved Proposal No. 4(A) — Advisory Charter Proposal to increase authorized share capital to 800,000,000 shares of common stock and 20,000,000 shares of preferred stock at the 2024-01-31 meeting.","evidence_excerpt":"A proposal to increase the authorized share capital of Semper Paratus to 800,000,000 shares of common stock, par value $0.0001 per share, of New Tevogen and 20,000,000 shares of preferred stock, par value $0.0001 per share, of New Tevogen: For Against Abstain Broker Non-Votes 13,840,594 143,495 0 n/a","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1860871/000149315224004562/0001493152-24-004562-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-01-31"}],"fact_type":"shareholder_vote"},{"claim_id":"1894e8fff8084c86e2cdee4fd5a930ade597a575","claim":"Tevogen Bio Holdings Inc. shareholders approved Proposal No. 3 — The Organizational Documents Proposal at the 2024-01-31 meeting.","evidence_excerpt":"Proposal No. 3 — The Organizational Documents Proposal — The approval of the Organizational Documents Proposal required the affirmative vote of two-thirds (2/3) of the votes of the votes cast by holders of Semper Paratus’ ordinary shares present in person or represented by proxy and entitled to vote at the Meeting. The following is a tabulation of the votes with respect to this proposal, which was approved by Semper Paratus’ shareholders: For Against Abstain Broker Non-Votes 13,840,594 143,495 0 n/a","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1860871/000149315224004562/0001493152-24-004562-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-01-31"}],"fact_type":"shareholder_vote"},{"claim_id":"3c07abee4a65e33c070520a8a7c70096ef8ffcc2","claim":"Tevogen Bio Holdings Inc. shareholders approved Proposal No. 2 — The Domestication Proposal at the 2024-01-31 meeting.","evidence_excerpt":"Proposal No. 2 — The Domestication Proposal — The approval of the Domestication Proposal required the affirmative vote of two-thirds (2/3) of the votes of the votes cast by holders of Semper Paratus’ ordinary shares present in person or represented by proxy and entitled to vote at the Meeting. The following is a tabulation of the votes with respect to this proposal, which was approved by Semper Paratus’ shareholders: For Against Abstain Broker Non-Votes 13,840,594 143,495 0 n/a","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1860871/000149315224004562/0001493152-24-004562-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-01-31"}],"fact_type":"shareholder_vote"},{"claim_id":"68d92ff1d1dc8f8042224cd1b2a595aa69d9371e","claim":"Tevogen Bio Holdings Inc. shareholders approved Proposal No. 4(B) — Advisory Charter Proposal to provide the alteration of authorized shares of New Tevogen requires affirmative vote of majority of stock authorized to vote at the 2024-01-31 meeting.","evidence_excerpt":"A proposal to provide the alteration of authorized shares of New Tevogen requires the affirmative vote of the holders of a majority New Tevogen’s stock authorized to vote: For Against Abstain Broker Non-Votes 13,840,594 143,495 0 n/a","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1860871/000149315224004562/0001493152-24-004562-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-01-31"}],"fact_type":"shareholder_vote"},{"claim_id":"7b16efefdb381fa15da34afa64bf76dde1dcfb45","claim":"Tevogen Bio Holdings Inc. shareholders approved Proposal No. 4(E) — Advisory Charter Proposal to eliminate the ability of stockholders to take action by written consent in lieu of a meeting at the 2024-01-31 meeting.","evidence_excerpt":"A proposal to eliminate the ability of New Tevogen stockholders to take action by written consent in lieu of a meeting: For Against Abstain Broker Non-Votes 13,840,594 143,495 0 n/a","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1860871/000149315224004562/0001493152-24-004562-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-01-31"}],"fact_type":"shareholder_vote"},{"claim_id":"bc98aa1ad2266c847c1ca3ac157fa8d6f86c158c","claim":"Tevogen Bio Holdings Inc. shareholders approved Proposal No. 4(C) — Advisory Charter Proposal to permit removal of a director only for cause and only by affirmative vote of at least two-thirds entitled to vote at the 2024-01-31 meeting.","evidence_excerpt":"A proposal to permit removal of a director only for cause and only by the affirmative vote of the holders of at least two-thirds (2/3) entitled to vote at an election of directors of New Tevogen: For Against Abstain Broker Non-Votes 13,840,594 143,495 0 n/a","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1860871/000149315224004562/0001493152-24-004562-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-01-31"}],"fact_type":"shareholder_vote"},{"claim_id":"f86fd30820a95a598fb64424970b1ce82b8ea7a5","claim":"Tevogen Bio Holdings Inc. shareholders approved Proposal No. 1 — The Business Combination Proposal — Approval of the Business Combination at the 2024-01-31 meeting.","evidence_excerpt":"Proposal No. 1 — The Business Combination Proposal — The approval of the Business Combination Proposal required the affirmative vote of a majority of the votes cast by holders of Semper Paratus’ ordinary shares present in person or represented by proxy and entitled to vote at the Meeting. The following is a tabulation of the votes with respect to this proposal, which was approved by Semper Paratus’ shareholders: For Against Abstain Broker Non-Votes 13,840,594 143,495 0 n/a","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1860871/000149315224004562/0001493152-24-004562-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"merger approval"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-01-31"}],"fact_type":"shareholder_vote"},{"claim_id":"fa0add5f13367cf4df7bc8316b1e2165a1b56ef8","claim":"Tevogen Bio Holdings Inc. shareholders approved Proposal No. 4(D) — Advisory Charter Proposal to provide that the number of directors will be fixed from time to time by a majority of the board of directors at the 2024-01-31 meeting.","evidence_excerpt":"A proposal to provide that, subject to the rights of holders of any series of preferred stock, the number of directors will be fixed from time to time by a majority of the board of directors of New Tevogen: For Against Abstain Broker Non-Votes 13,840,594 143,495 0 n/a","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1860871/000149315224004562/0001493152-24-004562-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-01-31"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}