Tevogen Bio Files Registration Statement for Previously Disclosed Securities; Does Not Relate to Any Previously Undisclosed New Issuances of Dilutive Securities

Rhea-AI Summary

Tevogen Bio, a clinical-stage specialty immunotherapy biotech company, filed a Registration Statement on Form S-1 on June 21, 2024. This filing is aimed at registering previously disclosed shares of common stock and the resale of shares and warrants by existing securityholders. Importantly, it does not involve any newly issued dilutive securities.

The filing includes shares underlying warrants issued in 2021 with an exercise price of $11.50 and earnout shares tied to a stock price threshold of $15.00 per share, previously registered in a Form S-4 filing. This registration statement has not yet been declared effective by the SEC.

• This new registration statement does not relate to any previously undisclosed new issuances of dilutive securities.
  
• Includes issuance of shares underlying warrants originally issued in 2021, earnout shares previously registered on recent Registration Statement on Form S-4, and the resale of shares that are outstanding or issuable under previously disclosed securities.

WARREN, N.J., June 26, 2024 (GLOBE NEWSWIRE) -- Tevogen Bio Holdings Inc. (“Tevogen” or “Tevogen Bio”) (Nasdaq: TVGN), a clinical-stage specialty immunotherapy biotech pioneer developing off-the-shelf, genetically unmodified T cell therapeutics in oncology, neurology, and virology, filed a Registration Statement on Form S-1 on June 21, 2024, to register the issuance of previously disclosed shares of the Company’s common stock as well as the resale of shares of common stock and warrants by existing securityholders. This new registration statement does not relate to any previously undisclosed new issuances of dilutive securities.

Tevogen’s new registration statement relates to the issuance of shares of common stock upon the exercise of previously disclosed warrants and upon the achievement of stock price thresholds pursuant to previously disclosed earnout provisions contained in the merger agreement relating to the business combination between Semper Paratus Acquisition Corporation (n/k/a Tevogen Bio Holdings Inc.) and Tevogen Bio Inc. The warrants, which have an exercise price of $11.50 per share, were originally issued by Semper Paratus Acquisition Corporation in 2021. The earnout shares, which require Tevogen’s common stock to reach a threshold price of at least $15.00 per share over a specified time period to trigger any issuance, were previously registered on the Registration Statement on Form S-4 (File No. 333-274519) originally filed with the Securities and Exchange Commission on September 14, 2023.

In addition, the registration statement relates to the resale by selling securityholders of warrants and shares of common stock that were issued or are issuable in connection with previously disclosed issuances of securities by the Company.

The new registration statement has not yet been declared effective by the Securities and Exchange Commission.

No Offer or Solicitation

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.

About Tevogen Bio

Tevogen is a clinical-stage specialty immunotherapy company harnessing one of nature’s most powerful immunological weapons, CD8+ cytotoxic T lymphocytes, to develop off-the-shelf, genetically unmodified precision T cell therapies for the treatment of infectious diseases, cancers, and neurological disorders, aiming to address the significant unmet needs of large patient populations. Tevogen Leadership believes that sustainability and commercial success in the current era of healthcare rely on ensuring patient accessibility through advanced science and innovative business models. Tevogen has reported positive safety data from its proof-of-concept clinical trial, and its key intellectual property assets are wholly owned by the company, not subject to any third-party licensing agreements. These assets include three granted patents, nine pending US and twelve ex-US pending patents, two of which are related to artificial intelligence.

Tevogen is driven by a team of highly experienced industry leaders and distinguished scientists with drug development and global product launch experience. Tevogen’s leadership believes that accessible personalized therapeutics are the next frontier of medicine, and that disruptive business models are required to sustain medical innovation.

Contacts

Tevogen Bio Communications
T: 1 877 TEVOGEN, Ext 701
Communications@Tevogen.com

FAQ

What is the significance of Tevogen Bio's new registration statement?

Tevogen Bio's new registration statement aims to register previously disclosed shares and the resale of shares and warrants by existing securityholders, without issuing new dilutive securities.

When was Tevogen Bio's registration statement filed?

Tevogen Bio's registration statement was filed on June 21, 2024.

Does Tevogen Bio's new registration statement involve new dilutive securities?

No, Tevogen Bio's new registration statement does not involve any newly issued dilutive securities.

What are the exercise price and stock price threshold for Tevogen Bio's warrants and earnout shares?

The warrants have an exercise price of $11.50 per share, and the earnout shares require a stock price threshold of $15.00 per share.

Has Tevogen Bio's new registration statement been declared effective by the SEC?

No, Tevogen Bio's new registration statement has not yet been declared effective by the SEC.