--- 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" generated_at: "2026-06-06T11:34:28.688049+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Semper Paratus shareholders approve merger with Tevogen Bio; redemptions ~$15.9M ## Summary - 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. ## SEC filing metadata - 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 - event_type: m_and_a - sentiment: positive - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 5.07, 7.01, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-24-004562 - JSON: https://secwatch.observer/filing/0001493152-24-004562.json - Plain text: https://secwatch.observer/filing/0001493152-24-004562.txt ## Key facts - Shareholder Votes 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. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-01-31 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1860871/000149315224004562/0001493152-24-004562-index.htm - Shareholder Votes Tevogen Bio Holdings Inc. shareholders approved Proposal No. 3 — The Organizational Documents Proposal at the 2024-01-31 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-01-31 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1860871/000149315224004562/0001493152-24-004562-index.htm - Shareholder Votes Tevogen Bio Holdings Inc. shareholders approved Proposal No. 2 — The Domestication Proposal at the 2024-01-31 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-01-31 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1860871/000149315224004562/0001493152-24-004562-index.htm - Shareholder Votes 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. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-01-31 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1860871/000149315224004562/0001493152-24-004562-index.htm - Shareholder Votes 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. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-01-31 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1860871/000149315224004562/0001493152-24-004562-index.htm - Shareholder Votes 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. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-01-31 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1860871/000149315224004562/0001493152-24-004562-index.htm - Shareholder Votes Tevogen Bio Holdings Inc. shareholders approved Proposal No. 1 — The Business Combination Proposal — Approval of the Business Combination at the 2024-01-31 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2024-01-31 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1860871/000149315224004562/0001493152-24-004562-index.htm - Shareholder Votes 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. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-01-31 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1860871/000149315224004562/0001493152-24-004562-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.