---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-24-010806"
form_type: "8-K"
ticker: "TVGN"
cik: "0001860871"
company_name: "Tevogen Bio Holdings Inc."
filed_at: "2024-03-21T23:59:59+00:00"
generated_at: "2026-06-04T10:27:46.109923+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Tevogen Bio issues Series A and Series B Preferred Stock to raise $8M and settle ~$3.6M liabilities

## Summary
- Created Series A Preferred Stock sold to Dr. Manmohan Patel for $8M ($4,000 per share), cumulative 5% annual dividend rising 2% yearly.
- Series A holders can convert to common stock at any time; company can call at $4,000/share if VWAP >$5.00 for 20 days.
- Series B Preferred Stock issued to Sponsor for assuming ~$3.6M in liabilities; quarterly dividend starts at 3.25% per quarter, increasing monthly up to 7.5%.
- Series A ranks senior to all common and Series B; Series B ranks junior to Series A but senior to common stock.
- Both series have no maturity, no sinking fund, no voting rights (except as required by law or specified).

## SEC filing metadata
- accession: 0001493152-24-010806
- form_type: 8-K
- ticker: TVGN
- cik: 0001860871
- company_name: Tevogen Bio Holdings Inc.
- filed_at: 2024-03-21T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1860871/000149315224010806/0001493152-24-010806-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1860871/000149315224010806/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-24-010806
- JSON: https://secwatch.observer/filing/0001493152-24-010806.json
- Plain text: https://secwatch.observer/filing/0001493152-24-010806.txt

## Key facts
- Governance Changes
  Tevogen Bio Holdings Inc.: Created Series B Preferred Stock and established its rights, preferences and terms (effective 2024-03-15).
  - Change: charter amendment
  - Effective: 2024-03-15
  source text: On March 15, 2024, the Company filed the Certificate of Designation of Series B Preferred Stock (the “Series B Certificate of Designation”) with the Delaware Secretary of State, creating the Series B Preferred Stock and establishing the rights, preferences and other terms of the Series B Preferred Stock, and issuing the Series B Preferred Stock.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1860871/000149315224010806/0001493152-24-010806-index.htm
- Governance Changes
  Tevogen Bio Holdings Inc.: Created Series A Preferred Stock and established its rights, preferences and terms (effective 2024-03-15).
  - Change: charter amendment
  - Effective: 2024-03-15
  source text: On March 15, 2024, the Company filed the Certificate of Designation of Series A Preferred Stock (the “Series A Certificate of Designation”) with the Delaware Secretary of State, creating the Series A Preferred Stock and establishing the rights, preferences and other terms of the Series A Preferred Stock, and issued the Series A Preferred Stock.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1860871/000149315224010806/0001493152-24-010806-index.htm

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