8-K
filed February 14, 2024, 6:59 PM ET
ticker TVGN
CIK 0001860871
M&A
confidence high
sentiment neutral
materiality 0.85
Tevogen Bio Holdings Inc. (TVGN): M&A transaction — Tevogen Bio completes SPAC merger valued at $1.2B, shares trade under LGST
Tevogen Bio Holdings Inc.
- CEO Ryan Saadi owns 72.3% of outstanding shares (118.35M of 163.75M) after business combination.
- $24.0M in convertible promissory notes assumed and converted into 10,337,419 shares of common stock.
- Lock-up restricts transfer of shares by sponsor and CEO for 6 months or $12 price threshold.
- Pre-revenue biotech with no approved products; 2023 CEO salary $501K, CFO $300K, CSO $350K.
- Adopts 2024 Omnibus Incentive Plan and enters indemnification agreements with directors/officers.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Susan Podlogar was elected as Director at Tevogen Bio Holdings Inc..
- Action
- elected
- Role
- Director
Exact text from the filing
Susan Podlogar 60 Director Nominee
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeffrey Feike was elected as Director at Tevogen Bio Holdings Inc..
- Action
- elected
- Role
- Director
Exact text from the filing
Jeffrey Feike 73 Director Nominee
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Curtis Patton was elected as Director at Tevogen Bio Holdings Inc..
- Action
- elected
- Role
- Director
Exact text from the filing
Dr. Curtis Patton 88 Director Nominee
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kirti Desai was appointed as Chief Financial Officer at Tevogen Bio Holdings Inc..
- Action
- appointed
- Role
- Chief Financial Officer
Exact text from the filing
Kirti Desai 67 Chief Financial Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Surendra Ajjarapu was elected as Director at Tevogen Bio Holdings Inc..
- Action
- elected
- Role
- Director
Exact text from the filing
Surendra Ajjarapu 53 Director Nominee
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Keow Lin Goh was elected as Director at Tevogen Bio Holdings Inc..
- Action
- elected
- Role
- Director
Exact text from the filing
Dr. Keow Lin Goh 52 Director Nominee
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Victor Sordillo was elected as Director at Tevogen Bio Holdings Inc..
- Action
- elected
- Role
- Director
Exact text from the filing
Victor Sordillo 71 Director Nominee
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Neal Flomenberg was appointed as Chief Scientific Officer and Global R&D Lead at Tevogen Bio Holdings Inc..
- Action
- appointed
- Role
- Chief Scientific Officer and Global R&D Lead
Exact text from the filing
Dr. Neal Flomenberg 70 Chief Scientific Officer and Global R&D Lead
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ryan Saadi was appointed as Chief Executive Officer, Chairperson and Director at Tevogen Bio Holdings Inc..
- Action
- appointed
- Role
- Chief Executive Officer, Chairperson and Director
Exact text from the filing
Dr. Ryan Saadi 59 Chief Executive Officer, Chairperson and Director Nominee
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sadiq Khan was appointed as Chief Commercial Officer at Tevogen Bio Holdings Inc..
- Action
- appointed
- Role
- Chief Commercial Officer
Exact text from the filing
Sadiq Khan 62 Chief Commercial Officer
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Tevogen Bio Holdings Inc.: Company ceased being a shell company as a result of the Business Combination.
- Change
- shell status
Exact text from the filing
As a result of the Business Combination, the Company ceased being a shell company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Tevogen Bio Holdings Inc.: Bylaws approved and became effective as of the Closing Date (effective 2024-01-31).
- Change
- bylaw amendment
- Effective
- 2024-01-31
Exact text from the filing
The Bylaws of the Company (the “ Bylaws ”) described in the Organizational Documents Proposals were approved by the Board of Directors of Semper Paratus on January 31, 2024 and by the Tevogen Board on February 14, 2024 and became effective as of the Closing Date.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Tevogen Bio Holdings Inc.: Certificate of Incorporation became effective upon filing with Delaware on February 14, 2024 (effective 2024-02-14).
- Change
- charter amendment
- Effective
- 2024-02-14
Exact text from the filing
The Certificate of Incorporation of the Company (the “ Charter ”) described in the Organizational Documents Proposals became effective upon filing with the Secretary of State of the State of Delaware on February 14, 2024.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.95
Tevogen Bio Holdings Inc. completed an acquisition involving Tevogen Bio Inc for shares of Tevogen Bio common stock converted into shares of Tevogen Bio Holdings Inc. common stock based on Exchange Ratio; potential Earnout Shares of up to 20 (closed 2024-02-14).
- Action
- acquisition
- Counterparty
- Tevogen Bio Inc
- Consideration
- shares of Tevogen Bio common stock converted into shares of Tevogen Bio Holdings Inc. common stock based on Exchange Ratio; potential Earnout Shares of up to 20
- Closing
- 2024-02-14
Exact text from the filing
price of the Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, or (y) the date on which Tevogen completes a liquidation, merger, share
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.95
Tevogen Bio Holdings Inc. underwent a change of control involving former stockholders of Tevogen Bio Inc for shares of Tevogen Bio common stock converted into shares of Tevogen Bio Holdings Inc. common stock based on Exchange Ratio; potential Earnout Shares of up to 20 (closed 2024-02-14).
- Action
- change of control
- Counterparty
- former stockholders of Tevogen Bio Inc
- Consideration
- shares of Tevogen Bio common stock converted into shares of Tevogen Bio Holdings Inc. common stock based on Exchange Ratio; potential Earnout Shares of up to 20
- Closing
- 2024-02-14
Exact text from the filing
price of the Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, or (y) the date on which Tevogen completes a liquidation, merger, share
View on SEC.gov
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