secwatch / observer

Tevogen Bio Holdings Inc. — fact timeline

Source-grounded facts extracted from Tevogen Bio Holdings Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

TVGN Tevogen Bio Holdings Inc. JSON
Listing & Compliance Notices

Tevogen Bio Holdings Inc. received a nasdaq deficiency notice notice regarding market value (rules 5450(b)(2)(A), 5450(b)).

“April 16, 2026, Tevogen Bio Holdings Inc. (the “Company”) received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Company no lon”
Governance Changes

Tevogen Bio Holdings Inc.: Effected a 1-for-50 reverse stock split by filing a Certificate of Amendment to the Certificate of Incorporation, effective March 6, 2026 (effective 2026-03-06).

“On March 3, 2026, Tevogen Bio Holdings Inc. (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-50 reverse stock split of the issued and outstanding common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Reverse Stock Split”), to be effective as of March 6, 2026 (the “Effective Date”).”
Listing & Compliance Notices

Tevogen Bio Holdings Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5450(a)(1)).

“September 23, 2025, Tevogen Bio Holdings Inc. (the “Company”) received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Company no longer meets Nasdaq’s $1.00 per share minimum bid price requirement pursuant to Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Requirement”) for continued listing on Nasdaq based on the closing bid price for the Company’s common stock, par value $0.0001 per share (the “Common Stock”), for the previous 30 consecutive business days. The notification received has no immediate eff”
Governance Changes

Tevogen Bio Holdings Inc.: Amended Bylaws to modify procedure for deciding on director resignation after failed majority vote in uncontested election (effective 2025-04-21).

“On April 21, 2025, the Board of Directors of Tevogen Bio Holdings Inc. (the “Company”) amended the Bylaws of the Company (as so amended and restated, the “Bylaws”) to modify the procedure for making a decision regarding a resignation tendered by a director who fails to receive a majority of votes cast in an uncontested election.”

Suren Ajjarapu resigned as Director at Tevogen Bio Holdings Inc..

“On August 20, 2024, Suren Ajjarapu gave notice of his resignation from service as a director of the Company, effective August 21, 2024.”
Material Agreements

Tevogen Bio Holdings Inc. entered into Term Sheet for Unsecured Line of Credit Facility and Contingent PIPE Option with The Patel Family, LLP valued at up to $36.0 million unsecured line of credit facility; contingent option for $14.0 million private p (effective 2024-05-10).

“On May 10, 2024, Tevogen Bio Holdings Inc. (the “Company”) entered into a binding term sheet (the “Term Sheet”) setting forth the Company’s principal understanding and agreement with The Patel Family, LLP (the “Lender”) with respect to (i) an unsecured line of credit facility (the “Facility”) pursuant to which the Lender will agree to lend the Company up to $36.0 million (the “Maximum Loan Amount”) and (ii) a contingent option for the Lender to purchase at least $14.0 million of the Company’s common stock in a future private placement (the “PIPE”).”
Auditor Changes

Tevogen Bio Holdings Inc. dismissed Marcum LLP as its auditor.

“the Audit Committee dismissed Marcum as the Company's independent registered public accounting firm.”
Auditor Changes

Tevogen Bio Holdings Inc. engaged KPMG LLP as its auditor.

“Appointment of Independent Registered Public Accounting Firm On April 29, 2024, the audit committee of the Board of Directors (the “Audit Committee”) of Tevogen Bio Holdings Inc. (the “Company”) approved the appointment of KPMG LLP (“KPMG”) as the Company’s new independent registered public accounting firm for”
Earnings Releases

Tevogen Bio Holdings Inc. reported preliminary financial results for the year ended December 31, 2023.

“On April 26, 2024, Tevogen Bio Holdings Inc. (the “Company”) issued a press release announcing certain expected pro forma combined financial results of the Company and the Company’s wholly owned subsidiary, Tevogen Bio Inc. (“Tevogen Bio”), and certain expected financial results of Tevogen Bio as of and for the year ended December 31, 2023.”
Governance Changes

Tevogen Bio Holdings Inc.: Filed Certificate of Designation for Series A-1 Preferred Stock, creating new series and establishing rights, preferences, and terms (effective 2024-03-28).

“On March 28, 2024, the Company filed the Certificate of Designation of Series A-1 Preferred Stock (the “Series A-1 Certificate of Designation”) with the Delaware Secretary of State, creating the Series A-1 Preferred Stock and establishing the rights, preferences and other terms of the Series A-1 Preferred Stock, and issued the Series A-1 Preferred Stock.”
Material Agreements

Tevogen Bio Holdings Inc. amended Amended and Restated Securities Purchase Agreement with an investor valued at aggregate purchase price of $6.0 million (effective 2024-03-27).

“On March 27, 2024, the Company and the Investor entered into an Amended and Restated Securities Purchase Agreement, pursuant to which the parties amended and restated the Original Agreement and the Investor agreed to purchase 600 shares of Series A-1 Preferred Stock of the Company for an aggregate purchase price of $6.0 million.”
Governance Changes

Tevogen Bio Holdings Inc.: Created Series B Preferred Stock and established its rights, preferences and terms (effective 2024-03-15).

“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.”
Governance Changes

Tevogen Bio Holdings Inc.: Created Series A Preferred Stock and established its rights, preferences and terms (effective 2024-03-15).

“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.”
Governance Changes

Tevogen Bio Holdings Inc.: Adopted a Code of Business Conduct and Ethics (effective 2024-02-14).

“On February 14, 2024, Tevogen Bio Holdings Inc. (the “ Company ”) adopted a Code of Business Conduct and Ethics (the “ Code ”) applicable to all officers, directors, and employees of the Company”
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).

“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").”
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).

“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.”
Governance Changes

Tevogen Bio Holdings Inc.: Company ceased being a shell company as a result of the Business Combination.

“As a result of the Business Combination, the Company ceased being a shell company.”
Governance Changes

Tevogen Bio Holdings Inc.: Bylaws approved and became effective as of the Closing Date (effective 2024-01-31).

“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.”
Governance Changes

Tevogen Bio Holdings Inc.: Certificate of Incorporation became effective upon filing with Delaware on February 14, 2024 (effective 2024-02-14).

“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.”
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).

“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”
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).

“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”

Victor Sordillo was elected as Director at Tevogen Bio Holdings Inc..

“Victor Sordillo 71 Director Nominee”

Susan Podlogar was elected as Director at Tevogen Bio Holdings Inc..

“Susan Podlogar 60 Director Nominee”

Curtis Patton was elected as Director at Tevogen Bio Holdings Inc..

“Dr. Curtis Patton 88 Director Nominee”

Keow Lin Goh was elected as Director at Tevogen Bio Holdings Inc..

“Dr. Keow Lin Goh 52 Director Nominee”

Jeffrey Feike was elected as Director at Tevogen Bio Holdings Inc..

“Jeffrey Feike 73 Director Nominee”

Surendra Ajjarapu was elected as Director at Tevogen Bio Holdings Inc..

“Surendra Ajjarapu 53 Director Nominee”

Sadiq Khan was appointed as Chief Commercial Officer at Tevogen Bio Holdings Inc..

“Sadiq Khan 62 Chief Commercial Officer”

Neal Flomenberg was appointed as Chief Scientific Officer and Global R&D Lead at Tevogen Bio Holdings Inc..

“Dr. Neal Flomenberg 70 Chief Scientific Officer and Global R&D Lead”

Kirti Desai was appointed as Chief Financial Officer at Tevogen Bio Holdings Inc..

“Kirti Desai 67 Chief Financial Officer”

Ryan Saadi was appointed as Chief Executive Officer, Chairperson and Director at Tevogen Bio Holdings Inc..

“Dr. Ryan Saadi 59 Chief Executive Officer, Chairperson and Director Nominee”
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.

“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”
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.

“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”
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.

“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”
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.

“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”
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.

“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”
Shareholder Votes

Tevogen Bio Holdings Inc. shareholders approved Proposal No. 3 — The Organizational Documents Proposal at the 2024-01-31 meeting.

“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”
Shareholder Votes

Tevogen Bio Holdings Inc. shareholders approved Proposal No. 2 — The Domestication Proposal at the 2024-01-31 meeting.

“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”
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 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”
Governance Changes

Tevogen Bio Holdings Inc.: Adopted and filed an amended charter to extend the deadline for an initial business combination to September 15, 2024, with a series of extension mechanisms and required deposits into the trust account (effective 2023-12-19).

“At the Extraordinary General Meeting, the Shareholders approved the Extension Amendment Proposal for the Company to adopt and file the Amended Charter, which the Company promptly filed following the Shareholders’ approval.”
Shareholder Votes

Tevogen Bio Holdings Inc. shareholders approved Extension Amendment Proposal.

“The Shareholders approved the Extension Amendment Proposal. The following is a tabulation of the voting results: Ordinary Shares: Votes For Votes Against Abstentions Broker Non-Votes 14,359,632 5,967 0 N/A”
Governance Changes

Tevogen Bio Holdings Inc.: Amended charter to extend business combination deadline to September 15, 2024.

“the Shareholders approved the Extension Amendment Proposal for the Company to adopt and file the Amended Charter”
Shareholder Votes

Tevogen Bio Holdings Inc. shareholders approved Extension Amendment Proposal at the 2023-11-15 meeting.

“On the record date of November 15, 2023, the Company had 15,816,386 shares entitled to vote at the Extraordinary General Meeting. At the Extraordinary General Meeting, the Shareholders voted on one of two proposals presented, as described in the Proxy Statement, and cast their votes as described below: Proposal 1 – Extension Amendment Proposal The Shareholders approved the Extension Amendment Proposal. The following is a tabulation of the voting results: Ordinary Shares: Votes For Votes Against Abstentions Broker Non-Votes 14,359,632 5,967 0 N/A”
Material Agreements

Tevogen Bio Holdings Inc. entered into Merger Agreement with Semper Paratus Acquisition Corporation, Semper Merger Sub, Inc., SSVK Associates, LLC (effective 2023-06-28).

“On June 28, 2023, Semper Paratus Acquisition Corporation, a Cayman Island exempted company (“ Semper Paratus ”) entered into an Agreement and Plan of Merger by and among Semper Paratus, Semper Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Semper Paratus (“ Merger Sub ”), SSVK Associates, LLC, Semper Paratus’ sponsor (the “ Sponsor ”), in its capacity as purchaser representative, Tevogen Bio Inc, a Delaware corporation (“ Tevogen Bio ”), and Ryan Saadi, in his capacity as seller representative (as may be amended and/or restated from time to time, the “ Merger Agreement ”)”

Francis Knuettel II was appointed as Chief Financial Officer at Tevogen Bio Holdings Inc..

“Surendra Ajjarapu and Francis Knuettel II were appointed as the Company’s Chief Executive Officer and Chairman and Chief Financial Officer, respectively”

Surendra Ajjarapu was appointed as Chairman at Tevogen Bio Holdings Inc..

“Surendra Ajjarapu and Francis Knuettel II were appointed as the Company’s Chief Executive Officer and Chairman and Chief Financial Officer, respectively”

Surendra Ajjarapu was appointed as Chief Executive Officer at Tevogen Bio Holdings Inc..

“Surendra Ajjarapu and Francis Knuettel II were appointed as the Company’s Chief Executive Officer and Chairman and Chief Financial Officer, respectively”

Surendra Ajjarapu was appointed as Director at Tevogen Bio Holdings Inc..

“Michael Peterson, Donald Fell, Avinaesh Wadhwani, Scott Sussman, and Surendra Ajjarapu were appointed as members of the Board”

Scott Sussman was appointed as Director at Tevogen Bio Holdings Inc..

“Michael Peterson, Donald Fell, Avinaesh Wadhwani, Scott Sussman, and Surendra Ajjarapu were appointed as members of the Board”

Avinaesh Wadhwani was appointed as Director at Tevogen Bio Holdings Inc..

“Michael Peterson, Donald Fell, Avinaesh Wadhwani, Scott Sussman, and Surendra Ajjarapu were appointed as members of the Board”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.