Tevogen Bio’s Founding CEO, Ryan Saadi, Expresses Conviction in Company’s Growth Strategy and Reaffirms Newly Effective Form S-1 Does Not Relate to Previously Undisclosed New Issuance of Dilutive Securities

Rhea-AI Summary

Tevogen Bio Holdings Inc. (Nasdaq: TVGN) has filed a Registration Statement on Form S-1, which became effective on August 2, 2024. The company's CEO, Ryan Saadi, clarified that this registration does not involve any new issuance of dilutive securities. Instead, it pertains to the registration of earnout shares and shares underlying outstanding warrants, as well as the resale of existing shares and warrants.

Dr. Saadi expressed confidence in Tevogen's growth strategy and emphasized their commitment to providing affordable and accessible therapies. He noted that the company's recent $50 million financing, completed in July, is expected to fund existing operations into the future. The warrants have an exercise price of $11.50 per share, while the earnout shares require Tevogen's stock to reach a threshold price of $15.00 per share over a specified period to trigger issuance.

Positive

• Recent $50 million financing completed in July to fund existing operations
• CEO expresses confidence in company's growth strategy and outlook
• Focus on developing affordable and accessible therapies in oncology, neurology, and virology

Negative

• Recent stock volatility noted by the CEO
• Potential future dilution from earnout shares and warrants if stock price thresholds are met

Insights

Financial Analyst

As a Financial Analyst, I find this news to be neutral for Tevogen Bio. The company's CEO, Ryan Saadi, is attempting to reassure investors about the recently effective Form S-1 filing. Key points to consider:

• The Form S-1 does not relate to new dilutive securities issuance, which is generally positive for existing shareholders.
• The registration covers previously disclosed warrants ($11.50 exercise price) and earnout shares (triggered at $15.00 per share).
• A recent financing of up to $50 million was completed in July, which should fund existing operations for the foreseeable future.

While the CEO's statement aims to boost confidence, the stock's recent volatility suggests market uncertainty. The potential dilution from existing warrants and earnout shares, if triggered, could impact share value in the long term. However, the high price thresholds for these events suggest they may not be imminent concerns.

Legal Expert

From a legal perspective, Tevogen Bio's reaffirmation regarding its Form S-1 filing is a prudent move to maintain transparency and compliance. Key legal considerations include:

• The company is fulfilling its regulatory obligations by registering potential share issuances from existing warrants and earnout provisions.
• By clarifying that no new dilutive securities are being issued, the company is mitigating potential shareholder concerns and legal risks associated with unexpected dilution.
• The disclosure of the $50 million financing completed in July demonstrates financial transparency, which is important for maintaining investor trust and regulatory compliance.

Overall, this proactive communication approach helps Tevogen Bio maintain good standing with the SEC and potentially reduces the risk of shareholder litigation related to disclosure issues.

Market Research Analyst

As a Market Research Analyst, I see mixed signals in this announcement for Tevogen Bio's market position:

• The CEO's statement addressing stock volatility indicates market uncertainty, which could be a concern for potential investors.
• The reaffirmation of no new dilutive securities may help stabilize investor confidence in the short term.
• The $50 million financing secured in July is a positive sign, suggesting investor interest and providing operational runway.
• The high thresholds for warrant exercise ($11.50) and earnout shares ($15.00) indicate optimistic future price targets, but also highlight the current gap with these valuations.

While the company's focus on affordable and accessible therapies aligns with market trends, the biotech sector's inherent risks and the company's clinical-stage status may contribute to ongoing stock volatility. The market will likely look for concrete progress in Tevogen's pipeline to justify higher valuations.

WARREN, N.J., Aug. 09, 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 (File No. 333-280414) on June 21, 2024, which was declared effective by the Securities and Exchange Commission on August 2, 2024, to register the issuance of earnout shares and shares underlying outstanding warrants to purchase the Company’s common stock as well as the resale of shares and warrants by existing securityholders. Today, Tevogen Bio reaffirms that the registration statement does not relate to any previously undisclosed new issuances of dilutive securities.

Dr. Saadi stated, “Given the recent volatility across broader stock market indices as well as in Tevogen stock, I want to express management’s conviction in the company’s strategy and outlook. Our ultimate objective of helping patients and doctors by providing affordable and accessible therapies remains unwavering. Our efficient business model uniquely underscores this objective. I anticipate the company’s most recent financing, for up to $50 million, which finalized in July, will allow us to continue to fund existing operations into the future.”

Tevogen’s 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.

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.

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.

Forward-Looking Statements

This press release contains certain forward-looking statements, including without limitation statements relating to: statements about the adequacy and use of proceeds from Tevogen’s recent financing; Tevogen’s development of, the potential benefits of, and patient access to its product candidates for the treatment of infectious diseases, cancer and neurological disorders; Tevogen’s ability to develop additional product candidates; expectations regarding Tevogen’s future clinical trials; expectations regarding the healthcare and biopharmaceutical industries; and Tevogen’s efforts to enhance shareholder value. Forward-looking statements can sometimes be identified by words such as “may,” “could,” “would,” “expect,” “anticipate,” “continue,” “possible,” “potential,” “goal,” “opportunity,” “outlook,” “project,” “believe,” “future,” and similar words and expressions or their opposites. These statements are based on management’s expectations, assumptions, estimates, projections and beliefs as of the date of this press release and are subject to a number of factors that involve known and unknown risks, delays, uncertainties and other factors not under the company’s control that may cause actual results, performance or achievements of the company to be materially different from the results, performance or other expectations expressed or implied by these forward-looking statements.

Factors that could cause actual results, performance, or achievements to differ from those expressed or implied by forward-looking statements include, but are not limited to: the challenges inherent in increasing shareholder value; uncertainty as to whether and to what extent Tevogen will pursue a share repurchase, if at all; the difficulties with and competition in developing AI technology; potential sales of a substantial number of Tevogen’s securities in the public market; the ability to regain and maintain compliance with Nasdaq’s listing requirements; that Tevogen will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; uncertainties inherent in the execution, cost, and completion of preclinical studies and clinical trials; risks related to regulatory review, and approval and commercial development; risks related to the ability to develop, license, or acquire new therapeutics; the effect of the recent business combination with Semper Paratus Acquisition Corporation (the “Business Combination”) on Tevogen’s business relationships, operating results, and business generally; the outcome of any legal proceedings that may be instituted against Tevogen related to the Business Combination; changes in the markets in which Tevogen competes, including with respect to its competitive landscape, technology evolution, or regulatory changes; changes in domestic and global general economic conditions; the risk that Tevogen may not be able to execute its growth strategies or may experience difficulties in managing its growth and expanding operations; the risk that Tevogen may not be able to develop and maintain effective internal controls; costs related to the Business Combination and the failure to realize anticipated benefits of the Business Combination; the failure to achieve Tevogen’s commercialization and development plans, and identify and realize additional opportunities, which may be affected by, among other things, competition, the ability of Tevogen to grow and manage growth economically and hire and retain key employees; the risk that Tevogen may fail to keep pace with rapid technological developments to provide new and innovative products and services or make substantial investments in unsuccessful new products and services; the risk of regulatory lawsuits or proceedings relating to Tevogen’s business; risks associated with intellectual property protection; Tevogen’s limited operating history; and those factors discussed or incorporated by reference in Tevogen’s registration statement on Form S-1 filed with the SEC on June 21, 2024, Annual Report on Form 10-K, and other filings with the SEC.

You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Tevogen undertakes no obligation to update any forward-looking statements, except as required by applicable law.

Contacts

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

FAQ

What is the purpose of Tevogen Bio's recent Form S-1 registration?

Tevogen Bio's Form S-1 registration is to register the issuance of earnout shares, shares underlying outstanding warrants, and the resale of existing shares and warrants by securityholders. It does not relate to any new issuance of dilutive securities.

What is the exercise price of Tevogen Bio's (TVGNW) warrants?

The warrants for Tevogen Bio (TVGNW) have an exercise price of $11.50 per share.

What is the stock price threshold for Tevogen Bio's (TVGNW) earnout shares to be issued?

Tevogen Bio's (TVGNW) earnout shares require the company's common stock to reach a threshold price of at least $15.00 per share over a specified time period to trigger any issuance.

How much recent financing did Tevogen Bio (TVGNW) secure and when?

Tevogen Bio (TVGNW) secured financing for up to $50 million, which was finalized in July 2024.