---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-24-007138"
form_type: "8-K/A"
ticker: "TVGN"
cik: "0001860871"
company_name: "Tevogen Bio Holdings Inc."
filed_at: "2024-02-20T23:59:59+00:00"
generated_at: "2026-06-05T23:23:33.050663+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Tevogen Bio raises $8M via Series A Preferred, assumes >$4.2M liabilities via Series B Preferred

## Summary
- Series A Preferred raised $8M in two installments ($2M due Feb 15, $6M by Mar 16); convertible into 2M shares.
- Series A carries 5% cumulative dividend (increases 2% annually); callable if 20-day VWAP >$5.00 and S-1 effective.
- Series B Preferred issued to SSVK for assuming >$4.2M liabilities; 3.5% quarterly dividend (up to 7.5% quarterly cap).
- SSVK converted $1.5M and Mr. Ajjarapu converted $240K loans into common at $10/share; $2M merger obligation reduced to $500K.
- Issued 600K shares to two financial institutions for capital markets advisory services.

## SEC filing metadata
- accession: 0001493152-24-007138
- form_type: 8-K/A
- ticker: TVGN
- cik: 0001860871
- company_name: Tevogen Bio Holdings Inc.
- filed_at: 2024-02-20T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 8.01, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1860871/000149315224007138/0001493152-24-007138-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1860871/000149315224007138/form8-ka.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-24-007138
- JSON: https://secwatch.observer/filing/0001493152-24-007138.json
- Plain text: https://secwatch.observer/filing/0001493152-24-007138.txt

## Key facts
- Material Agreements
  Tevogen Bio Holdings Inc. entered into Series A Preferred Stock Purchase Agreement with investor associated with Dr. Manmohan Patel valued at $8,000,000 (effective 2024-02-14).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: investor associated with Dr. Manmohan Patel
  - Value: $8,000,000
  - Effective: 2024-02-14
  source text: On February 14, 2024, the Company entered into a securities purchase agreement (the "Purchase Agreement") with an investor pursuant to which the investor agreed to purchase shares of Series A Preferred Stock of the Company for an aggregate purchase price of $8.0 million, payable in two installments, with the first $2.0 million due February 15, 2024, and the remaining $6.0 million due by March 16, 2024.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1860871/000149315224007138/0001493152-24-007138-index.htm
- Material Agreements
  Tevogen Bio Holdings Inc. entered into Assignment and Assumption Agreement with SSVK Associates, LLC valued at more than $4.2 million in liabilities assumed (effective 2024-02-14).
  - Action: entry
  - Counterparty: SSVK Associates, LLC
  - Value: more than $4.2 million in liabilities assumed
  - Effective: 2024-02-14
  source text: In connection with the consummation of the Business Combination, Semper Paratus entered into an agreement as of February 14, 2024 with SSVK Associates, LLC ("SSVK"), which was Semper Paratus' sponsor, pursuant to which Semper Paratus assigned to SSVK and SSVK agreed to assume certain liabilities and obligations, including liabilities and obligations that would become liabilities and obligations of the Company as a result of the Business Combination, in the aggregate amount of more than $4.2 million, in consideration for the issuance of preferred stock of the Company (the "Series B Preferred Stock").
  evidence_url: https://www.sec.gov/Archives/edgar/data/1860871/000149315224007138/0001493152-24-007138-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.