--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-24-006751" form_type: "8-K" ticker: "TVGN" cik: "0001860871" company_name: "Tevogen Bio Holdings Inc." filed_at: "2024-02-14T23:59:59+00:00" generated_at: "2026-06-06T02:38:40.354703+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Tevogen Bio completes SPAC merger valued at $1.2B, shares trade under LGST ## Summary - 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. ## SEC filing metadata - accession: 0001493152-24-006751 - form_type: 8-K - ticker: TVGN - cik: 0001860871 - company_name: Tevogen Bio Holdings Inc. - filed_at: 2024-02-14T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.01, 5.02, 3.02, 9.01, 3.03, 5.03, 5.01, 5.06 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1860871/000149315224006751/0001493152-24-006751-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1860871/000149315224006751/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-24-006751 - JSON: https://secwatch.observer/filing/0001493152-24-006751.json - Plain text: https://secwatch.observer/filing/0001493152-24-006751.txt ## Key facts - Executive change Susan Podlogar was elected as Director at Tevogen Bio Holdings Inc.. - Action: elected - Role: Director source text: Susan Podlogar 60 Director Nominee evidence_url: https://www.sec.gov/Archives/edgar/data/1860871/000149315224006751/0001493152-24-006751-index.htm - Executive change Jeffrey Feike was elected as Director at Tevogen Bio Holdings Inc.. - Action: elected - Role: Director source text: Jeffrey Feike 73 Director Nominee evidence_url: https://www.sec.gov/Archives/edgar/data/1860871/000149315224006751/0001493152-24-006751-index.htm - Executive change Curtis Patton was elected as Director at Tevogen Bio Holdings Inc.. - Action: elected - Role: Director source text: Dr. Curtis Patton 88 Director Nominee evidence_url: https://www.sec.gov/Archives/edgar/data/1860871/000149315224006751/0001493152-24-006751-index.htm - Executive change Kirti Desai was appointed as Chief Financial Officer at Tevogen Bio Holdings Inc.. - Action: appointed - Role: Chief Financial Officer source text: Kirti Desai 67 Chief Financial Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1860871/000149315224006751/0001493152-24-006751-index.htm - Executive change Surendra Ajjarapu was elected as Director at Tevogen Bio Holdings Inc.. - Action: elected - Role: Director source text: Surendra Ajjarapu 53 Director Nominee evidence_url: https://www.sec.gov/Archives/edgar/data/1860871/000149315224006751/0001493152-24-006751-index.htm - Executive change Keow Lin Goh was elected as Director at Tevogen Bio Holdings Inc.. - Action: elected - Role: Director source text: Dr. Keow Lin Goh 52 Director Nominee evidence_url: https://www.sec.gov/Archives/edgar/data/1860871/000149315224006751/0001493152-24-006751-index.htm - Executive change Victor Sordillo was elected as Director at Tevogen Bio Holdings Inc.. - Action: elected - Role: Director source text: Victor Sordillo 71 Director Nominee evidence_url: https://www.sec.gov/Archives/edgar/data/1860871/000149315224006751/0001493152-24-006751-index.htm - Executive change 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 source text: Dr. Neal Flomenberg 70 Chief Scientific Officer and Global R&D Lead evidence_url: https://www.sec.gov/Archives/edgar/data/1860871/000149315224006751/0001493152-24-006751-index.htm - Executive change 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 source text: Dr. Ryan Saadi 59 Chief Executive Officer, Chairperson and Director Nominee evidence_url: https://www.sec.gov/Archives/edgar/data/1860871/000149315224006751/0001493152-24-006751-index.htm - Executive change Sadiq Khan was appointed as Chief Commercial Officer at Tevogen Bio Holdings Inc.. - Action: appointed - Role: Chief Commercial Officer source text: Sadiq Khan 62 Chief Commercial Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1860871/000149315224006751/0001493152-24-006751-index.htm - Governance Changes Tevogen Bio Holdings Inc.: Company ceased being a shell company as a result of the Business Combination. - Change: shell status source text: As a result of the Business Combination, the Company ceased being a shell company. evidence_url: https://www.sec.gov/Archives/edgar/data/1860871/000149315224006751/0001493152-24-006751-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1860871/000149315224006751/0001493152-24-006751-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1860871/000149315224006751/0001493152-24-006751-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1860871/000149315224006751/0001493152-24-006751-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1860871/000149315224006751/0001493152-24-006751-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.