UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Explanatory Note
This Amendment No. 1 (this “Amendment”) amends the Current Report on Form 8-K filed on February 14, 2024 (the “Original 8-K”) by Tevogen Bio Holdings Inc. (the “Company”) to add certain additional information, including in connection with the consummation of the business combination (the “Business Combination”) between Semper Paratus Acquisition Corporation (“Semper Paratus”) and Tevogen Bio Inc pursuant to which a subsidiary of Semper Paratus merged with and into Tevogen Bio Inc and Semper Paratus was renamed Tevogen Bio Holdings Inc. The information under Item 1.01 and Item 8.01 below is incorporated by reference into “Certain Relationships and Related Transactions, and Director Independence” in the Original 8-K. Except as amended by this Amendment, the Original 8-K remains unchanged.
Item 1.01 Entry Into a Material Definitive Agreement.
Series A Preferred Stock Purchase Agreement
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.
The shares of Series A Preferred Stock will be convertible into a total of 2,000,000 shares of the Company’s common stock at the election of the holder. The Series A Preferred Stock will be subject to a call right providing the Company the right to call the stock if the volume weighted average price of the common stock for the 20 days prior to delivery of the call notice is greater than $5.00 per share and there is an effective resale registration statement on file covering the underlying common stock. The Series A Preferred Stock will be non-voting, will have no mandatory redemption, and will carry an annual 5% cumulative dividend, increasing by 2% each year. The Company also agreed that so long as the Series A Preferred Stock is outstanding, the Company will not, without the written consent of the holders of 50.1% of the Series A Preferred Stock, amend, alter, or repeal any provision of the Company’s certificate of incorporation or bylaws in a manner adverse to the Series A Preferred Stock.
The Series A Preferred Stock is being sold in a transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (“Section 4(a)(2)”). The investor in the Series A Preferred Stock is an entity associated with Dr. Manmohan Patel, an existing investor in the Company and beneficial owner of more than 5% of the Company’s common stock.
Assignment and Assumption Agreement
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”).
The Series B Preferred Stock will be non-voting, non-convertible, callable by the Company at any time, and will pay a 3.5% quarterly dividend beginning March 21, 2024. Any dividend will be paid by the Company on behalf of SSVK to the creditors to which the assumed liabilities and obligations are owed, pro rata in accordance with those liabilities and obligations. The dividend rate will increase by 0.25% each month that the Series B Preferred Stock remains outstanding after the first 30 days after its issuance, but in no event will increase to more than 7.5% per quarter.
The Series B Preferred Stock will be issued pursuant to the exemption from registration under Section 4(a)(2). SSVK was the beneficial owner of more than 5% of the Company’s common stock as of consummation, and Suren Ajjarapu, managing member of SSVK, is a member of the Company’s board of directors.
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Item 3.02 Unregistered Sales of Equity Securities.
On February 14, 2024, the Company issued an aggregate of 600,000 shares of common stock to two financial institutions in consideration for the provision of capital markets advisory services. The shares were issued pursuant to the exemption from registration under Section 4(a)(2).
Reference is also made to the disclosure set forth under Items 1.01 and 8.01 of this Report, which is incorporated by reference into this Item 3.02.
Item 8.01 Other Information.
On February 14, 2024, Semper Paratus entered into agreements with SSVK and Mr. Ajjarapu pursuant to which (i) SSVK agreed to convert $1.5 million in principal amount of loans that it made to Semper Paratus (the “SSVK Conversion”) and (ii) Mr. Ajjarapu agreed to convert $240,000 in principal amount of loans that he made to SSVK, which funds had then been passed along to Semper Paratus, into shares of Semper Paratus common stock at a conversion price of $10 per share of Semper Paratus common stock, following which the loans were terminated and deemed to be of no further force or effect. The shares were issued pursuant to the exemption from registration under Section 4(a)(2). In connection with the SSVK Conversion, the obligation of the Company to pay $2.0 million to SSVK in connection with closing of the Business Combination pursuant to the merger agreement entered into in connection with the Business Combination was deemed to be waived with respect to all but $500,000.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description | |
| 10.11† | Assignment and Assumption Agreement, dated as of February 14, 2024, by and between Semper Paratus Acquisition Corporation and SSVK Associates, LLC. | |
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| † | Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Tevogen Bio Holdings Inc. | ||
| Date: February 20, 2024 | By: | /s/ Ryan Saadi |
| Name: | Ryan Saadi | |
| Title: | Chief Executive Officer | |
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Exhibit 10.11
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (this “Agreement”) is made and entered into as of February 14, 2024, by and between Semper Paratus Acquisition Corporation, a Delaware corporation (“Assignor” or the “Company”), and SSVK Associates, LLC, a Delaware liability company (“Assignee”).
WHEREAS, Assignor has entered into the Agreement and Plan of Merger with Tevogen Bio Inc and the other parties thereto (the “Merger Agreement”); and
WHEREAS, in connection with the closing of the transactions contemplated by the Merger Agreement, the Company will issue preferred stock of the Company to Assignee; and Assignee desires to assume all of Assignor’s liabilities listed on Schedule I hereto.
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:
1. Assignment. Assignor hereby assigns, transfers and conveys to Assignee all of the liabilities and obligations listed on Schedule I hereto, which include certain liabilities and obligations that will become liabilities and obligations of the Company as a result of the Merger Agreement.
2. Assumption. Assignee hereby assumes and agrees to be responsible for, and to pay, perform and discharge or cause to be paid, performed and discharged, all of the liabilities and obligations of Assignor listed on Schedule I hereto in exchange for shares of preferred stock of the Company, with a face value equal to the aggregate amount of such liabilities and obligations, to be issued on the following terms.
3. Preferred Stock. The Company shall issue to Assignee preferred stock of the Company that shall be non-voting, non-convertible, callable by the Company at any time, and shall pay three and a half percent (3.5%) dividend per quarter for every quarter the preferred stock remains outstanding, commencing thirty-five (35) days after the closing, provided that for so long as the liabilities and obligations listed on Schedule I hereto are outstanding, any dividend will be paid by the Company on behalf of the Assignee to the creditors set forth on Schedule I, pro rata in accordance with the liabilities and obligations. The dividend rate shall increase by one quarter percent (0.25%) each month the preferred stock remains outstanding after the first thirty (30) days, but in no event shall increase to more than seven and a half percent (7.5%) per quarter. The preferred stock shall have a liquidation preference equal to the aggregate amount of the liabilities assumed by the Assignee.
4. Further Actions and Governing Law. Each of the parties hereto covenants and agrees, at its own expense, to execute and deliver, at the request of the other party hereto, such further instruments of transfer and assignment and to take such other action as such other party may reasonably request to more effectively consummate the assignments and assumptions contemplated by this Agreement. This Agreement shall be governed by the laws of the State of Delaware, without regard to principles of conflicts of law.
5. Benefits; Modifications. This Agreement shall be binding on and inure to the benefit of Assignee, Assignor, and their respective legal representatives, permitted successors, and permitted assigns.
6. No Third Party Beneficiaries. Nothing in this Agreement will be construed as conferring upon any person other than the parties hereto and their respective permitted assigns and successors in interest any rights, remedy, or claim under or by reason of this Agreement.
7. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Photostatic, PDF or facsimile reproductions of this Agreement may be made and relied upon to the same extent as originals.
[Signatures Appear on Next Page]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
| ASSIGNOR | ASSIGNEE | |||
| Semper Paratus Acquisition Corporation | SSVK Associates, LLC | |||
| By: | /s/ Surendra Ajjarapu | By: | /s/ Surendra Ajjarapu | |
| Name: | Surendra Ajjarapu | Name: | Surendra Ajjarapu | |
| Its: | Chief Executive Officer | Its: | President | |
[Signature Page to Assignment and Assumption Agreement]