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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 3)
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 14, 2024
Tevogen
Bio Holdings Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-41002 |
|
98-1597194 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
15
Independence Boulevard, Suite #410
Warren, New Jersey |
|
07059 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (877) 838-6436
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
|
|
|
|
|
Common
Stock, par value $0.0001 per share |
|
TVGN |
|
The
Nasdaq Stock Market LLC |
|
|
|
|
|
Warrants,
each exercisable for one share of Common Stock for $11.50 per share |
|
TVGNW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
EXPLANATORY
NOTE
This
Amendment No. 3 (this “Amendment”) to the Current Report on Form 8-K originally filed with the Securities and Exchange
Commission (the “SEC”) by Tevogen Bio Holdings Inc., a Delaware corporation (“Tevogen Holdings”), on
February 14, 2024, and amended by Amendment No. 1 filed with the SEC on February 20, 2024, and Amendment No. 2 filed with the SEC on
April 29, 2024 (as amended, the “Report”), is being filed to remove a reference to auditing standards applicable to
private companies from the report of KPMG LLP included in the audited financial statements of Tevogen Bio Inc (n/k/a Tevogen Bio
Inc.) (“Tevogen Bio”) as of and for the years ended December 31, 2023 and 2022. This Amendment does not amend the
financial statements of Tevogen Bio in any other way or otherwise amend
any item of the Report other than to set forth the complete text of Item 9.01 as
amended.
Item
9.01. Financial Statements and Exhibits.
(a)
Financial Statements of Business Acquired.
The
financial statements of Tevogen Bio as of and for the years ended December 31, 2023 and 2022, and the related notes thereto, are attached
to this Amendment as Exhibit 99.1 and are incorporated herein by reference.
Also
included as Exhibit 99.2 and incorporated herein by reference is the Management’s Discussion and Analysis of Financial Condition
and Results of Operations of Tevogen Bio as of and for the years ended December 31, 2023 and 2022.
(b)
Pro Forma Financial Information.
The
pro forma financial information of Tevogen Holdings and Tevogen Bio as of and for the year ended December 31, 2023 are attached to this
Amendment as Exhibit 99.3 and are incorporated herein by reference.
(d)
Exhibits.
Exhibit
Number |
|
Description |
2.1† |
|
Agreement
and Plan of Merger, dated June 28, 2023, by and among Semper Paratus Acquisition Corporation, Semper Merger Sub, Inc., SSVK Associates,
LLC, Tevogen Bio Inc, and Ryan Saadi, in his capacity as seller representative (incorporated by reference to Exhibit 2.1 to the Current
Report on Form 8-K filed with the SEC on June 29, 2023 (File No. 001-41002)). |
3.1 |
|
Certificate
of Incorporation of Tevogen Bio Holdings Inc. |
3.2 |
|
Bylaws of Tevogen Bio Holdings Inc. |
4.1 |
|
Warrant
Agreement, dated November 3, 2021, by and between Semper Paratus Acquisition Corporation and Continental Stock Transfer & Trust
Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on November
8, 2021 (File No. 001-41002)). |
4.2 |
|
Convertible
Promissory Note, dated January 22, 2021, by and between Tevogen Bio Inc and HMP Partners, LLC, as amended. |
4.3 |
|
Convertible
Promissory Note, dated October 18, 2021, by and between Tevogen Bio Inc and HBP Investors LLC, as amended (incorporated by reference
to Exhibit 4.6 to Amendment No. 2 to the Registration Statement on Form S-4 (Registration No. 333-274519) (the “Form S-4”)
filed with the SEC on November 22, 2023). |
4.4 |
|
Convertible
Promissory Note, dated March 14, 2022, by and between Tevogen Bio Inc and HMP Partners, LLC, as amended (incorporated by reference
to Exhibit 4.7 to Amendment No. 2 to the Form S-4). |
4.5 |
|
Convertible
Promissory Note, dated December 23, 2022, by and between Tevogen Bio Inc and The Patel Family, LLP, as amended (incorporated by reference
to Exhibit 4.8 to Amendment No. 2 to the Form S-4). |
4.6 |
|
Convertible
Promissory Note, dated February 3, 2023, by and between Tevogen Bio Inc and The Patel Family, LLP, as amended (incorporated by reference
to Exhibit 4.9 to Amendment No. 2 to the Form S-4). |
4.7 |
|
Convertible
Promissory Note, dated September 26, 2023, by and between Tevogen Bio Inc and HMP Partners, LLC (incorporated by reference to Exhibit
4.10 to Amendment No. 2 to the Form S-4). |
4.8 |
|
Convertible
Promissory Note, dated October 8, 2023, by and between Tevogen Bio Inc and HMP Partners, LLC (incorporated by reference to Exhibit
4.11 to Amendment No. 2 to the Form S-4). |
10.1 |
|
Service
Agreement, dated as of April 15, 2022, between Tevogen Bio Inc and CIC Innovation Communities, LLC (incorporated by reference to
Exhibit 10.15 to the Form S-4). |
10.2 |
|
Lease
Agreement, dated as of June 9, 2022, between Tevogen Bio Inc and Wanamaker Office Lease, LP (incorporated by reference to Exhibit
10.16 to the Form S-4). |
10.3 |
|
Lease
Agreement, dated as of February 14, 2022, between Tevogen Bio Inc and Mitsui Sumitomo Insurance Company of America (incorporated
by reference to Exhibit 10.17 to the Form S-4). |
10.4 |
|
Amended
and Restated Registration Rights Agreement, dated February 14, 2024, by and among the Company, SSVK Associates, LLC, Semper Paratus
Sponsor LLC, Cantor Fitzgerald & Co., and the other signatories thereto. |
10.5 |
|
Lock-Up
Agreement, dated February 14, 2024, between the Company, Semper Paratus, SSVK Associates, LLC, Ryan Saadi, and the other signatories
thereto. |
10.6+ |
|
Non-Competition
and Non-Solicitation Agreement, by and between Semper Paratus Acquisition Corporation and Ryan Saadi. |
10.7 |
|
Assignment
and Assumption Agreement, dated February 14, 2024, by and between Semper Paratus Acquisition Corporation and Tevogen Bio Inc. |
10.8+ |
|
Tevogen
Bio Holdings Inc. 2024 Omnibus Incentive Plan. |
10.9+ |
|
Form
of Restricted Stock Unit Agreement |
10.10+ |
|
Form
of Indemnification Agreement. |
10.11† |
|
Assignment
and Assumption Agreement, dated as of February 14, 2024, by and between Semper Paratus Acquisition Corporation and SSVK Associates,
LLC. |
99.1* |
|
Audited
financial statements of Tevogen Bio Inc as of and for the years ended December 31, 2023 and 2022. |
99.2 |
|
Management’s
Discussion and Analysis of Financial Condition and Results of Operations of Tevogen Bio Inc as of and for the years ended December
31, 2023 and 2022. |
99.3 |
|
Unaudited
pro forma condensed combined financial information of Tevogen Bio Holdings Inc. and Tevogen Bio Inc as of and for the year ended
December 31, 2023. |
104.1* |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
* |
Filed
herewith. |
† |
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. |
+ |
Indicates
management contract or compensatory plan. |
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:
May 30, 2024 |
By: |
/s/
Ryan Saadi |
|
Name: |
Ryan
Saadi |
|
Title: |
Chief
Executive Officer |
Exhibit
99.1
TEVOGEN
BIO INC
INDEX
TO FINANCIAL STATEMENTS
Report
of Independent Registered Public Accounting Firm
To
the Stockholders and Board of Directors
Tevogen
Bio Inc:
Opinion
on the Financial Statements
We
have audited the accompanying balance sheets of Tevogen Bio Inc (the Company) as of December 31, 2023 and 2022, the related statements
of operations, changes in stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively,
the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position
of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity
with U.S. generally accepted accounting principles.
Going
Concern
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
2 to the financial statements, the Company has incurred losses and negative cash flows from operations since inception that raise substantial
doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note
2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/
KPMG LLP
We
have served as the Company’s auditor since 2022.
Philadelphia,
Pennsylvania
April
26, 2024
TEVOGEN
BIO INC
BALANCE
SHEETS
| |
December 31, | |
| |
2023 | | |
2022 | |
Assets | |
| | | |
| | |
Current assets: | |
| | | |
| | |
Cash | |
$ | 1,052,397 | | |
$ | 5,484,265 | |
Prepaid expenses and other assets | |
| 670,582 | | |
| 352,977 | |
Total current assets | |
| 1,722,979 | | |
| 5,837,242 | |
| |
| | | |
| | |
Property and equipment, net | |
| 458,651 | | |
| 621,951 | |
Right-of-use assets - operating leases | |
| 469,862 | | |
| 684,919 | |
Deferred transaction costs | |
| 2,582,870 | | |
| — | |
Other assets | |
| 271,141 | | |
| 594,883 | |
Total assets | |
$ | 5,505,503 | | |
$ | 7,738,995 | |
| |
| | | |
| | |
Liabilities and stockholders’ deficit | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable | |
$ | 3,418,378 | | |
$ | 865,910 | |
Accrued expenses and other liabilities | |
| 1,096,450 | | |
| 816,369 | |
Operating lease liabilities | |
| 252,714 | | |
| 278,207 | |
Convertible promissory notes | |
| 80,712,000 | | |
| - | |
Total current liabilities | |
| 85,479,542 | | |
| 1,960,486 | |
| |
| | | |
| | |
Convertible promissory notes | |
| 14,220,000 | | |
| 39,297,000 | |
Operating lease liabilities | |
| 234,858 | | |
| 432,726 | |
Total liabilities | |
| 99,934,400 | | |
| 41,690,212 | |
| |
| | | |
| | |
Commitments and Contingencies (Note 7) | |
| | | |
| | |
| |
| | | |
| | |
Stockholders’ deficit | |
| | | |
| | |
Common stock – voting, $0.0025 par value; 36,000,000 shares authorized; 23,800,000 shares issued and outstanding at December 31, 2023 and 2022 | |
| 59,500 | | |
| 59,500 | |
Common stock – non-voting, $0.0025 par value; 4,000,000 shares authorized; 952,000 shares issued and outstanding at December 31, 2023 and 2022 | |
| 2,380 | | |
| 2,380 | |
Additional paid-in capital | |
| 5,166,960 | | |
| 5,166,960 | |
Accumulated deficit | |
| (99,657,737 | ) | |
| (39,180,057 | ) |
Total stockholders’ deficit | |
| (94,428,897 | ) | |
| (33,951,217 | ) |
Total liabilities and stockholders’ deficit | |
$ | 5,505,503 | | |
$ | 7,738,995 | |
See
accompanying notes to the financial statements.
TEVOGEN
BIO INC
STATEMENTS
OF OPERATIONS
| |
Year ended December 31, | |
| |
2023 | | |
2022 | |
Operating expenses: | |
| | | |
| | |
Research and development | |
$ | 4,403,526 | | |
$ | 5,774,298 | |
General and administrative | |
| 4,439,499 | | |
| 7,949,766 | |
Total operating expenses | |
| 8,843,025 | | |
| 13,724,064 | |
Loss from operations | |
| (8,843,025 | ) | |
| (13,724,064 | ) |
Interest expense, net | |
| (1,206,352 | ) | |
| (932,419 | ) |
Change in fair value of convertible promissory notes | |
| (50,428,303 | ) | |
| (7,384,918 | ) |
Net loss | |
$ | (60,477,680 | ) | |
$ | (22,041,401 | ) |
Share information: | |
| | | |
| | |
Net loss per share of common stock, basic and diluted | |
$ | (2.44 | ) | |
$ | (0.87 | ) |
Weighted average shares outstanding, basic and diluted | |
| 24,752,000 | | |
| 25,253,320 | |
See
accompanying notes to the financial statements.
TEVOGEN
BIO INC
STATEMENTS
OF CHANGES IN STOCKHOLDERS’ DEFICIT
| |
Common Stock – voting | | |
Common Stock – non-voting | | |
Additional
paid-in | | |
Accumulated | | |
| |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
capital | | |
deficit | | |
Total | |
Balance at January 1, 2022 | |
| 24,600,000 | | |
$ | 61,500 | | |
| 952,000 | | |
$ | 2,380 | | |
$ | 586,228 | | |
$ | (17,138,656 | ) | |
$ | (16,488,548 | ) |
Forfeiture of restricted stock | |
| (800,000 | ) | |
| (2,000 | ) | |
| — | | |
| — | | |
| 2,000 | | |
| — | | |
| — | |
Stock-based compensation | |
| — | | |
| — | | |
| — | | |
| — | | |
| 4,578,732 | | |
| — | | |
| 4,578,732 | |
Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (22,041,401 | ) | |
| (22,041,401 | ) |
Balance at December 31, 2022 | |
| 23,800,000 | | |
| 59,500 | | |
| 952,000 | | |
| 2,380 | | |
| 5,166,960 | | |
| (39,180,057 | ) | |
| (33,951,217 | ) |
Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (60,477,680 | ) | |
| (60,477,680 | ) |
Balance at December 31, 2023 | |
| 23,800,000 | | |
$ | 59,500 | | |
| 952,000 | | |
$ | 2,380 | | |
$ | 5,166,960 | | |
$ | (99,657,737 | ) | |
$ | (94,428,897 | ) |
See
accompanying notes to the financial statements.
TEVOGEN
BIO INC
STATEMENTS
OF CASH FLOWS
| |
Year ended December 31, | |
| |
2023 | | |
2022 | |
Cash flows from operating activities: | |
| | | |
| | |
Net loss | |
$ | (60,477,680 | ) | |
$ | (22,041,401 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Depreciation expense | |
| 163,300 | | |
| 90,441 | |
Stock-based compensation expense | |
| — | | |
| 4,578,732 | |
Non-cash interest expense | |
| 1,206,697 | | |
| 933,082 | |
Change in fair value of convertible promissory notes | |
| 50,428,303 | | |
| 7,384,918 | |
Amortization of right-of-use asset | |
| 215,057 | | |
| 140,382 | |
Change in operating assets and liabilities: | |
| | | |
| | |
Prepaid expenses and other assets | |
| (317,605 | ) | |
| (299,014 | ) |
Other assets | |
| 323,742 | | |
| (252,235 | ) |
Accounts payable | |
| 1,114,261 | | |
| 354,913 | |
Accrued expenses and other liabilities | |
| (603,832 | ) | |
| 568,695 | |
Operating lease liabilities | |
| (223,361 | ) | |
| (114,368 | ) |
Net cash used in operating activities | |
| (8,171,118 | ) | |
| (8,655,855 | ) |
Cash flows from investing activities: | |
| | | |
| | |
Purchases of property and equipment | |
| (133,000 | ) | |
| (479,042 | ) |
Net cash used in investing activities | |
| (133,000 | ) | |
| (479,042 | ) |
Cash flows from financing activities: | |
| | | |
| | |
Proceeds from issuance of convertible promissory notes | |
| 4,000,000 | | |
| 7,500,000 | |
Payments of deferred transaction costs | |
| (127,750 | ) | |
| — | |
Net cash provided by financing activities | |
| 3,872,250 | | |
| 7,500,000 | |
Net decrease in cash | |
| (4,431,868 | ) | |
| (1,634,897 | ) |
Cash – beginning of year | |
| 5,484,265 | | |
| 7,119,162 | |
Cash – end of year | |
$ | 1,052,397 | | |
$ | 5,484,265 | |
Supplementary disclosure of noncash investing and financing activities: | |
| | | |
| | |
Property and equipment in accounts payable | |
$ | - | | |
$ | 133,000 | |
de-SPAC transaction fees included in accounts payable, accrued expenses, and other liabilities | |
| 2,455,120 | | |
| - | |
See
accompanying notes to the financial statements.
TEVOGEN
BIO INC
NOTES
TO THE FINANCIAL STATEMENTS
NOTE
1. BACKGROUND
Tevogen Bio Inc, a Delaware corporation (the “Company”),
is a clinical-stage specialty immunotherapy company harnessing the power of CD8+ cytotoxic T lymphocytes (“CD8+ CTLs”) to
develop off-the-shelf, precision T cell therapies for the treatment of infectious diseases, cancers, and neurological disorders. The Company’s
precision T cell technology platform, ExacTcell, is a set of processes and methodologies to develop, enrich, and expand single human leukocyte
antigen-restricted CTL therapies with proactively selected, precisely defined targets. The Company has completed a Phase 1 proof-of-concept
trial for the first clinical product of ExacTcell, TVGN 489, for the treatment of ambulatory, high-risk adult COVID-19 patients, and has
other product candidates in its pipeline.
On February 14, 2024, pursuant to the Agreement
and Plan of Merger dated June 28, 2023 (the “Merger Agreement”) by and among Semper Paratus Acquisition Corporation
(“Semper Paratus”), Semper Merger Sub, Inc., a wholly owned subsidiary of Semper Paratus (“Merger Sub”), SSVK
Associates, LLC (“SSVK”), the Company, and Dr. Ryan Saadi, in his capacity as seller representative, Merger Sub merged
with and into the Company, with the Company being the surviving entity and a wholly owned subsidiary of Semper Paratus
(together with the other transactions contemplated by the Merger Agreement, the “Business Combination”) and Semper Paratus
was renamed Tevogen Bio Holdings Inc. (“Tevogen Holdings”).
NOTE
2. DEVELOPMENT-STAGE RISKS AND LIQUIDITY
The
Company has incurred losses and negative cash flows from operations since inception, including an accumulated deficit of $99,657,737
as of December 31, 2023. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant
sales from its product candidates currently in development. Management believes that cash of $1,052,397 as of December 31, 2023 as well
as $2,000,000 to Tevogen Holdings from a Series A Preferred Stock financing in February 2024 and $1,200,000 in connection with the Series A-1 Preferred Stock financing
thereafter (see Note 12) is not sufficient to sustain planned operations for 12 months from the issuance date of these financial
statements. As a result, the Company has concluded that substantial doubt exists about its ability to continue as a going concern for
one year from the date that the financial statements are issued. The accompanying financial statements have been prepared on a going-concern
basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements
do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification
of liabilities that might result from the outcome of this uncertainty.
Management
is currently evaluating different strategies to obtain the additional funding for future operations for subsequent years. These strategies
may include but are not limited to private placements of equity and/or debt, licensing and/or marketing arrangements, and public offerings
of equity and/or debt securities. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may
not be able to enter into strategic alliances or other arrangements on favorable terms, or at all. The terms of any financing may adversely
affect the holdings or the rights of the Company’s stockholders. If the Company is unable to obtain funding, the Company could
be required to delay, reduce or eliminate research and development programs, product portfolio expansion, or future commercialization
efforts, which could adversely affect its business prospects.
Operations
since inception have consisted primarily of organizing the Company, securing financing, developing licensed technologies, performing
research, conducting pre-clinical studies and clinical trials, and pursuing the Business Combination. The Company is subject to those
risks associated with any specialty biotechnology company that has substantial expenditures for research and development. There can be
no assurance that the Company’s research and development projects will be successful, that products developed will obtain necessary
regulatory approval, or that any approved product will be commercially viable. In addition, the Company operates in an environment of
rapid technological change and is largely dependent on the services of its employees and consultants.
TEVOGEN
BIO INC
NOTES
TO THE FINANCIAL STATEMENTS
NOTE
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
These
financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP). Any reference in these
notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards
Updates (ASU) of the Financial Accounting Standards Board (FASB).
Use
of Estimates
In
preparing financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of expenses. Actual results
could differ from those estimates. Estimates and assumptions are periodically reviewed, and the effects of revisions are reflected in
the financial statements in the period they are determined to be necessary.
Significant
areas that require management’s estimates include the fair value of the common stock, the fair value of the convertible promissory
notes, the estimated useful lives of property and equipment and accrued research and development expenses.
Concentrations
of Credit Risk
Financial
instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. The Company
maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced
any losses in such accounts and believes it is not exposed to significant risk on its cash.
Segment
Reporting
Operating
segments are defined as components of an entity for which discrete financial information is both available and regularly reviewed by
its chief operating decision maker or decision-making group. The Company views its operations and manages its business in one segment.
Fair
Value Measurements
Certain
assets and liabilities are carried at fair value under GAAP. Fair value is defined as the price that would be received for an asset or
paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction
between market participants on the measurement date. The Company utilizes valuation techniques that maximize the use of observable inputs
and minimize the use of unobservable inputs to the extent possible. When considering market participant assumptions in fair value measurements,
the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following
levels:
Level
1 |
Unadjusted
quoted prices in active markets for identical assets or liabilities; |
|
|
Level
2 |
Observable
inputs other than Level 1 prices, such as quoted prices for similar, but not identical, assets or liabilities in active markets;
quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable
or can be corroborated by observable market data; |
|
|
Level
3 |
Unobservable
inputs in which there is little or no market data available and which require the Company to develop its own assumptions that
market participants would use in pricing an asset or liability. |
Financial
instruments recognized at historical amounts in the balance sheets consist of accounts payable. The Company believes that the carrying
value of accounts payable approximates their fair values due to the short-term nature of these instruments.
TEVOGEN
BIO INC
NOTES
TO THE FINANCIAL STATEMENTS
The
Company’s recurring fair value measurements primarily consist of the convertible promissory notes, for which the Company has elected
the fair value option to reduce accounting complexity. Such fair value measurements are Level 3 inputs. The following table provides
a roll-forward of the aggregate fair values of the Company’s convertible promissory notes, which are described in more detail in
Note 8:
Balance at January 1, 2022 | |
$ | 23,479,000 | |
Initial fair value at issuance | |
| 7,500,000 | |
Accrued interest expense | |
| 933,082 | |
Change in fair value | |
| 7,384,918 | |
Balance at December 31, 2022 | |
| 39,297,000 | |
Initial fair value at issuance | |
| 4,000,000 | |
Accrued interest expense | |
| 1,206,697 | |
Change in fair value | |
| 50,428,303 | |
Balance at December 31, 2023 | |
$ | 94,932,000 | |
There
were no transfers between levels during the years ended December 31, 2023 and 2022.
The
Company used the probability weighted expected return method valuation methodology to determine the fair value of the convertible promissory
notes. Significant assumptions and ranges used in determining the fair value of convertible promissory notes include volatility (80%),
discount rate (35% - 36%), and probability of a future liquidity event (85% - 95%).
Cash
The
Company considers all highly liquid financial instruments with a maturity date of 90 days or less when purchased to be cash equivalents.
There were no cash equivalents as of December 31, 2023 and 2022 as all amounts consisted of bank deposits.
Property
and Equipment, net
Property
and equipment is recorded at cost. Depreciation and amortization is provided using straight-line methods over their respective estimated
useful lives. Repairs and maintenance, which do not extend the useful lives of the related assets, are expensed as incurred.
Estimated Useful Lives | |
Years |
Computer software | |
5 |
Leasehold improvements | |
3-4 |
Office equipment | |
5 |
Furniture and fixtures | |
7 |
The
Company reviews the carrying value of property and equipment whenever events and circumstances indicate that the carrying value of
an asset may not be recoverable from the estimated future cash flows expected to result from its eventual use and disposition. Based
on this assessment, management has determined that there was no impairment during the years ended December 31, 2023 and 2022.
Leases
The
Company determines whether an arrangement is or contains a lease, its classification, and its term at the lease commencement date. Leases
with a term greater than one year will be recognized on the balance sheet as right-of-use (“ROU”) assets, current lease liabilities,
and if applicable, long-term lease liabilities. The Company includes renewal options to extend the lease term where it is reasonably
certain that it will exercise these options. Lease liabilities and the corresponding ROU assets are recorded based on the present values
of lease payments over the lease term. The interest rate implicit in lease contracts is typically not readily determinable. As such,
the Company utilizes the appropriate incremental borrowing rates, which are the rates that would be incurred to borrow on a collateralized
basis, over similar terms, amounts equal to the lease payments in a similar economic environment. If significant events, changes in circumstances,
or other events indicate that the lease term or other inputs have changed, the Company would reassess lease classification, remeasure
the lease liability using revised inputs as of the reassessment date, and adjust the ROU assets. Lease expense is recognized on a straight-line
basis over the expected lease term for operating classified leases.
The
Company adopted an accounting policy which provides that leases with an initial term of 12 months or less and without a purchase option
that the Company is reasonably certain of exercising will not be included within the lease ROU assets and lease liabilities on its balance
sheet.
TEVOGEN
BIO INC
NOTES
TO THE FINANCIAL STATEMENTS
Research
and Development Expenses
Research
and development activities are expensed as incurred. Costs for clinical trials and manufacturing activities are recognized based on an
evaluation of our vendors’ progress towards completion of specific tasks, using data such as participant enrollment, clinical site
activations, or information provided to us by vendors regarding their actual costs incurred. Payments for these activities are based
on the terms of individual contracts and payment timing may differ significantly from the period in which the services were performed.
The Company determines accrual estimates through reports from and discussions with applicable personnel and outside service providers
as to the progress or state of completion of studies, or the services completed. The Company estimates accrued expenses as of each balance
sheet date based on the facts and circumstances known at the time. Costs that are paid in advance of performance are deferred as a prepaid
expense and amortized over the service period as the services are provided.
Stock-Based
Compensation
Compensation
cost is measured at the grant date fair value of the award and is recognized over the vesting period of the award. The Company uses the
straight-line method to record compensation expense of awards with service-based vesting conditions. The Company accounts for forfeitures
of awards as they occur rather than applying an estimated forfeiture rate to stock-based compensation expense. The Company recognizes
compensation expense for awards with performance conditions when it is probable that the condition will be met, and the award will vest.
The Company estimates the fair value of the Company’s common stock on the date of grant in accordance with the guidance outlined
in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company
Equity Securities Issued as Compensation.
Income
Taxes
The
Company accounts for income taxes using the asset and liability method in accordance with ASC Topic 740, Income Taxes (ASC 740)
which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been
recognized in the financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the
basis of the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for
the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision
for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and,
to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the
deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for
recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax
planning strategies. At December 31, 2023 and 2022, the Company has concluded that a full valuation allowance is necessary for its net
deferred tax assets.
Net
Loss Per Share
The
Company computes basic net loss per share by dividing net loss by the weighted-average common stock outstanding during the period. The
Company computes diluted net loss per share by dividing the net loss by the sum of the weighted-average number of common stock outstanding
during the period, plus the potential dilutive effects, if any, of unvested shares of common stock and the convertible promissory notes
on an as-converted basis. Given the Company’s net loss, the impact of the unvested shares of common stock and the convertible promissory
notes are anti-dilutive, and basic and diluted net loss per share for the years ended December 31, 2023 and 2022 are the same.
As
of December 31, 2023 and 2022, the Company’s potentially dilutive securities were outstanding restricted stock units and the convertible
promissory notes on an as-converted basis. The Company excluded the following potential shares from the computation of diluted net loss
per share because including them would have had an anti-dilutive effect:
| |
December 31, | |
| |
2023 | | |
2022 | |
Outstanding restricted stock units | |
| 2,248,333 | | |
| 2,041,000 | |
Convertible promissory notes (a) | |
| 183,845 | | |
| 538,037 | |
Total | |
| 2,432,178 | | |
| 2,579,037 | |
(a) | The
number of shares was determined based on the conversion upon maturity provisions in the convertible
promissory note agreements, dividing the conversion amount (principal plus accrued interest)
by three times the estimated fair value of the Company’s common stock derived from
the Company’s most recently completed convertible promissory notes valuation as of
the balance sheet date. |
TEVOGEN
BIO INC
NOTES
TO THE FINANCIAL STATEMENTS
Recently
Issued Accounting Standards
In
August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and
Hedging - Contracts in Entity’s Own Equity (Subtopic 815 -40): Accounting for Convertible Instruments and Contracts in an Entity’s
Own Equity (“ASU 2020-06”), which simplifies the accounting for convertible instruments by reducing the number of accounting
models available for convertible debt instruments. ASU 2020-06 also eliminates the treasury stock method to calculate diluted earnings
per share for convertible instruments and requires the use of the if-converted method. This amended guidance is effective for the Company
for annual and interim periods beginning after December 15, 2023. Early adoption is permitted. The Company is currently evaluating the
potential impact of the standard on its financial statements.
NOTE
4. PROPERTY AND EQUIPMENT, NET
Property
and equipment consists of the following:
| |
December 31, | |
| |
2023 | | |
2022 | |
Computer software | |
$ | 292,341 | | |
$ | 292,341 | |
Leasehold improvements | |
| 263,217 | | |
| 263,217 | |
Office equipment | |
| 132,468 | | |
| 132,468 | |
Furniture and fixtures | |
| 33,743 | | |
| 33,743 | |
| |
| 721,769 | | |
| 721,769 | |
Less: accumulated depreciation | |
| (263,118 | ) | |
| (99,818 | ) |
| |
$ | 458,651 | | |
$ | 621,951 | |
Depreciation
expense for the years ended December 31, 2023 and 2022 was $163,300 and $90,441, respectively.
NOTE
5. ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued
expenses and other liabilities consisted of the following:
| |
December 31, | |
| |
2023 | | |
2022 | |
Research and development | |
$ | — | | |
$ | 445,288 | |
Legal fees | |
| 92,389 | | |
| 133,481 | |
Deferred transaction costs | |
| 883,912 | | |
| — | |
Other | |
| 120,149 | | |
| 237,600 | |
| |
$ | 1,096,450 | | |
$ | 816,369 | |
NOTE
6. LEASES
During
2022, the Company entered into leases for office and laboratory space in Warren Township, New Jersey and Philadelphia, Pennsylvania under
operating leases expiring in February 2026 and July 2025, respectively. The leases require fixed monthly payments of rent, as well as
a share of operating costs. The leases are classified as operating leases and the lease liabilities were calculated using an incremental
borrowing rate of 11.1%, which was determined using a synthetic credit rating model. Lease expense for the year ended December 31, 2023
was $1,050,452, which consisted of $882,626 and $167,826 recognized as a component of research and development expense and general and
administrative expense, respectively. This amount included $770,092 of expense under short-term leases. Lease expense for the year ended
December 31, 2022 was $629,208, which consisted of $481,971 and $147,237 recognized as a component of research and development expense
and general and administrative expense, respectively. This amount included $423,264 of expense under short-term leases.
The
weighted average remaining lease term for the Company’s operating leases as of December 31, 2023 was 1.88 years. The weighted average
discount rate for the Company’s operating leases for the year ended December 31, 2023 was 11.1%.
Future
aggregate minimum rental payments under the operating leases as of December 31, 2023 were as follows:
Years Ending December 31, | |
| |
2024 | |
$ | 291,703 | |
2025 | |
| 230,471 | |
2026 | |
| 13,975 | |
Total | |
| 536,149 | |
Less: imputed interest | |
| (48,577 | ) |
Operating lease liability | |
$ | 487,572 | |
Total
cash payments related to leases for the years ended December 31, 2023 and 2022 were $1,058,754 and $600,366, respectively.
TEVOGEN
BIO INC
NOTES
TO THE FINANCIAL STATEMENTS
NOTE
7. COMMITMENTS AND CONTINGENCIES
Employment
contracts
The
Company has entered into employment contracts with its officers and certain employees that provide for severance and continuation of
benefits in the event of termination of employment either by the Company without cause or by the employee for good reason, both as defined
in the agreement.
Contingencies
Liabilities
for loss contingencies, arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable
that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated.
NOTE
8. CONVERTIBLE PROMISSORY NOTES
The
Company entered into the following convertible promissory notes at December 31, 2023:
| |
Issuance Date | |
Original Issuance Amount | | |
Maturity Date | |
Interest Rate | | |
Accrued Interest as of December 31, 2023 | | |
Fair Value as of December 31, 2023 | | |
Fair Value as of December 31, 2022 | |
Note 1 | |
1/22/2021 | |
$ | 10,000,000 | | |
7/22/2024 | |
| 6.00 | % | |
$ | 1,768,333 | | |
$ | 65,063,000 | | |
$ | 25,140,000 | |
Note 2 | |
10/18/2021 | |
| 2,500,000 | | |
10/18/2024 | |
| 6.00 | % | |
| 330,833 | | |
| 15,649,000 | | |
| 6,023,000 | |
Note 3 | |
3/14/2022 | |
| 5,000,000 | | |
3/14/2025 | |
| 4.50 | % | |
| 405,616 | | |
| 6,358,000 | | |
| 5,510,000 | |
Note 4 | |
12/23/2022 | |
| 2,500,000 | | |
12/23/2025 | |
| 4.50 | % | |
| 114,966 | | |
| 3,057,000 | | |
| 2,624,000 | |
Note 5 | |
2/3/2023 | |
| 2,500,000 | | |
2/3/2026 | |
| 4.50 | % | |
| 101,635 | | |
| 3,040,000 | | |
| N/A | |
Note 6 | |
9/25/2023 | |
| 1,150,000 | | |
9/25/2026 | |
| 4.50 | % | |
| 13,895 | | |
| 1,354,000 | | |
| N/A | |
Note 7 | |
10/8/2023 | |
| 350,000 | | |
10/8/2026 | |
| 4.50 | % | |
| 3,668 | | |
| 411,000 | | |
| N/A | |
| |
| |
$ | 24,000,000 | | |
| |
| | | |
$ | 2,738,945 | | |
$ | 94,932,000 | | |
$ | 39,297,000 | |
Total
interest expense incurred on the convertible promissory notes (collectively referred to as the “Notes”) during the years
ended December 31, 2023 and 2022 totaled $1,206,697 and $933,082, respectively.
The
Company elected the fair value measurement option to account for the Notes. Under this method, changes in fair value are reported in
the statements of operations. There were no changes in instrument-specific credit risk for the Notes.
On
February 14, 2024, in connection with the consummation of the Business Combination, the Notes and accrued interest were automatically
converted into an aggregate of 10,337,419 shares of common stock of Tevogen Holdings.
NOTE
9. STOCK-BASED COMPENSATION
In
2020, the Company adopted the 2020 Equity Incentive Plan (“Incentive Plan”), under which the Company is authorized to grant
awards up to an aggregate 4,000,000 shares of non-voting common stock. The Incentive Plan provides for the grant of options, stock appreciation
rights, restricted stock, restricted stock units, and other equity-based awards. As of December 31, 2023, awards for 959,667 shares remained
available to be granted under the Incentive Plan.
The
Company has issued restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) that are subject to either
service-based vesting conditions or service-based and performance-based vesting conditions. Compensation expense for service-based RSAs
and RSUs are recognized on a straight-line basis over the vesting period of the award. Compensation expense for service-based and performance-based
RSAs and RSUs (referred to as “Performance-Based” RSAs and RSUs) are recognized when the performance condition, which is
based on a liquidity event condition being satisfied, is deemed probable of achievement. All awards issued for periods presented were
non-voting common stock. Performance-Based RSAs forfeited during the year ended December 31, 2022 were voting common stock.
TEVOGEN
BIO INC
NOTES
TO THE FINANCIAL STATEMENTS
RSU
activity was as follows:
| |
Performance-Based RSUs | |
| |
Shares | | |
Weighted average grant-date fair value | |
Nonvested as of January 1, 2022 | |
| — | | |
$ | — | |
Granted | |
| 2,041,000 | | |
| 13.80 | |
Vested | |
| — | | |
| — | |
Forfeited | |
| — | | |
| — | |
Nonvested as of December 31, 2022 | |
| 2,041,000 | | |
| 13.80 | |
Granted | |
| 212,000 | | |
| 20.19 | |
Vested | |
| — | | |
| — | |
Forfeited | |
| (4,667 | ) | |
| 21.29 | |
Nonvested as of December 31, 2023 | |
| 2,248,333 | | |
$ | 14.38 | |
RSA
activity was as follows:
| |
Service-Based RSAs | | |
Performance-Based RSAs | |
| |
Shares | | |
Weighted average grant-date fair value | | |
Shares | | |
Weighted average grant-date fair value | |
Nonvested as of January 1, 2022 | |
| 463,334 | | |
$ | 9.63 | | |
| 800,000 | | |
$ | 0.01 | |
Granted | |
| — | | |
| — | | |
| — | | |
| — | |
Vested | |
| (463,334 | ) | |
| 9.63 | | |
| — | | |
| — | |
Forfeited | |
| — | | |
| — | | |
| (800,000 | ) | |
| 0.01 | |
Nonvested as of December 31, 2022 | |
| — | | |
| — | | |
| — | | |
| — | |
As
of December 31, 2023, the performance condition was not probable of achievement and therefore no compensation cost has been recognized.
There was $32,338,156 of unrecognized compensation cost related to Performance-Based RSUs as of December 31, 2023 which was subsequently
recognized as stock-based compensation expense in the Company’s Statement of Operations in February 2024 upon the consummation
of the Business Combination.
All
$4,578,732 of the stock-based compensation expense in 2022 was categorized to general and administrative expense in the accompanying
statements of operations. No stock-based compensation expense was recognized in 2023.
NOTE
10. INCOME TAXES
Due
to the Company’s net losses for 2023 and 2022, as well as the full valuation allowance on its net deferred tax assets as discussed
below, the Company did not record any income tax expense or benefit for the years ended December 31, 2023 and 2022.
A
reconciliation of income tax benefit at the federal statutory income tax rate to the income tax expense at the Company’s effective
income tax rate is as follows:
| |
Year Ended December 31, | |
| |
2023 | | |
2022 | |
Federal benefit at statutory rate | |
| 21.0 | % | |
| 21.0 | % |
Convertible note interest | |
| (0.4 | ) | |
| (0.9 | ) |
Permanent differences | |
| (17.4 | ) | |
| (9.1 | ) |
State taxes, net of federal benefit | |
| 2.2 | | |
| — | |
Change in valuation allowance | |
| (5.4 | ) | |
| (11.5 | ) |
Tax credits | |
| 0.1 | | |
| 0.5 | |
| |
| — | % | |
| — | % |
TEVOGEN
BIO INC
NOTES
TO THE FINANCIAL STATEMENTS
Net
deferred tax assets as of December 31, 2023 and 2022 consist of the following:
| |
December 31, | |
| |
2023 | | |
2022 | |
Deferred tax assets | |
| | | |
| | |
Net operating loss | |
$ | 3,755,008 | | |
$ | 1,828,333 | |
Accrued expenses and other | |
| 42,330 | | |
| 141,958 | |
Lease liability | |
| 127,427 | | |
| 149,296 | |
Stock-based compensation | |
| 718,425 | | |
| 577,269 | |
Capitalized research and development expenditures | |
| 2,589,105 | | |
| 1,430,195 | |
Research and development credits | |
| 317,455 | | |
| 192,023 | |
Total deferred tax assets | |
| 7,549,750 | | |
| 4,319,074 | |
Valuation allowance | |
| (7,426,952 | ) | |
| (4,175,241 | ) |
Deferred tax assets | |
| 122,798 | | |
| 143,833 | |
Deferred tax liabilities: | |
| | | |
| | |
Right of use asset | |
| (122,798 | ) | |
| (143,833 | ) |
Total deferred tax liabilities | |
| (122,798 | ) | |
| (143,833 | ) |
Net deferred tax assets | |
$ | — | | |
$ | — | |
As
of December 31, 2023, the Company has federal net operating loss (NOL) carryforwards of $13,882,569 that can be carried forward indefinitely.
Additionally, the Company has state NOL carryforwards of $16,351,869 which begin to expire in 2040.
As
of December 31, 2023, the Company has federal and state tax credit carryforwards of $145,515 and $217,646, respectively, which begin
to expire in 2040 and 2028, respectively.
The
Tax Cuts and Jobs Act resulted in significant changes to the treatment of research and developmental (“R&D”) expenditures
under Section 174. For tax years beginning after December 31, 2021, taxpayers are required to capitalize and amortize all R&D expenditures
that are paid or incurred in connection with their trade or business. Specifically, costs for U.S. based R&D activities must be amortized
over five years and costs for foreign R&D activities must be amortized over 15 years—both using a midyear convention. During
the years ended December 31, 2023 and 2022, the Company capitalized $5,104,720 and $7,567,169, respectively, of R&D expenses.
Management
has evaluated the positive and negative evidence bearing upon the realizability of the Company’s deferred tax assets. Given the
Company’s history of net losses since inception, management has determined that it is more likely than not that the Company will
not realize the benefits of its deferred tax assets. As a result, a full valuation allowance has been established at December 31, 2023
and 2022.
Section
382 of the Internal Revenue Code of 1986, as amended, contains rules that limit the ability of a company that undergoes an ownership
change to utilize its NOLs and tax credits existing as of the date of such ownership change. Under the rules, such an ownership change
is generally any change in ownership of more than 50% of a company’s stock within a rolling three-year period.
A
summary of changes in the valuation allowance for net deferred tax assets during the year ended December 31, 2023 and 2022 were as follows:
| |
Year Ended December 31, | |
| |
2023 | | |
2022 | |
Valuation allowance | |
$ | 4,175,241 | | |
$ | 1,618,774 | |
Increases recorded to income tax provision | |
| 3,251,711 | | |
| 2,556,467 | |
Valuation allowance | |
$ | 7,426,952 | | |
$ | 4,175,241 | |
The
Company applies the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Company
to determine whether a tax position of the Company is more likely than not to be sustained upon examination, including resolution of
any related appeals of litigation processes, based on the technical merits of the position. For tax positions meeting the more likely
than not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than 50%
likelihood of being realized upon the ultimate settlement with the relevant taxing authority. There were no material uncertain tax positions
as of December 31, 2023.
TEVOGEN
BIO INC
NOTES
TO THE FINANCIAL STATEMENTS
The
Company recognizes interest and penalties related to uncertain tax positions in income tax expense when in a taxable income position.
As of December 31, 2023, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been
recognized in the Company’s statements of operations and comprehensive loss.
The
Company files income tax returns in the United States and various state and local jurisdictions. The federal and state tax returns are
generally subject to examination for the years ended December 31, 2020 through December 31, 2023. There are currently no pending tax
examinations. To the extent the Company has tax attribute carryforwards, the tax year in which the attribute was generated may still
be adjusted upon examination.
NOTE
11. RELATED PARTY TRANSACTIONS
In
January 2023, the Company issued 40,000 Performance-Based RSUs to the wife of the Company’s chairman and chief executive officer
for advisory services provided to the Company, and 20,000 Performance-Based RSUs to Mehtaphoric Consulting Inc., a company controlled
by the daughter of the Company’s chief financial officer, for information technology services provided to the Company. As of December
31, 2023, the performance condition was not probable of achievement and therefore no compensation cost has been recognized. There was
$533,600 and $266,800, respectively, of unrecognized compensation cost related to these Performance-Based RSUs.
NOTE
12. SUBSEQUENT EVENTS
The
Company has evaluated subsequent events and transactions for potential recognition or disclosure from the balance sheet date through
April 26, 2024, the issuance date of these the financial statements, and has not identified any requiring disclosure except
as described in Note 1 and Note 8 and as noted below.
In February 2024, Tevogen
Holdings sold $2,000,000 of shares of Series A Preferred Stock. In March 2024, Tevogen Holdings entered into an agreement to sell
$6,000,000 of Series A-1 Preferred Stock, for which proceeds of $1,200,000 have been received. The shares of Series A
Preferred Stock are convertible into a total of 500,000 shares of Tevogen Holdings common stock and the shares of Series A-1
Preferred Stock will be convertible into a total of 600,000 shares of Tevogen Holdings common stock, in each case at the election of
the holder. Each of the Series A Preferred Stock and the Series A-1 Preferred Stock is subject to a call right providing Tevogen
Holdings 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. Each of the Series A Preferred Stock and the Series A-1 Preferred Stock is non-voting, has no mandatory
redemption, and carries an annual 5% cumulative dividend, increasing by 2% each year.
In February 2024, in connection with the
consummation of the Business Combination, the obligation to pay $1,700,000 of transaction costs included in accounts payable and
accrued expenses and other liabilities as of December 31, 2023 was assumed by a third party in consideration for the issuance of
Series B Preferred Stock of Tevogen Holdings. The Series B Preferred Stock is non-voting, non-convertible, callable by Tevogen
Holdings at any time, and pays a 3.25% quarterly dividend beginning 35 days after issuance. 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.
v3.24.1.1.u2
Cover
|
Feb. 14, 2024 |
Document Type |
8-K/A
|
Amendment Flag |
true
|
Amendment Description |
(Amendment
No. 3)
|
Document Period End Date |
Feb. 14, 2024
|
Entity File Number |
001-41002
|
Entity Registrant Name |
Tevogen
Bio Holdings Inc.
|
Entity Central Index Key |
0001860871
|
Entity Tax Identification Number |
98-1597194
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
15
Independence Boulevard
|
Entity Address, Address Line Two |
Suite #410
|
Entity Address, City or Town |
Warren
|
Entity Address, State or Province |
NJ
|
Entity Address, Postal Zip Code |
07059
|
City Area Code |
(877)
|
Local Phone Number |
838-6436
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
Common Stock, par value $0.0001 per share |
|
Title of 12(b) Security |
Common
Stock, par value $0.0001 per share
|
Trading Symbol |
TVGN
|
Security Exchange Name |
NASDAQ
|
Warrants, each exercisable for one share of Common Stock for $11.50 per share |
|
Title of 12(b) Security |
Warrants,
each exercisable for one share of Common Stock for $11.50 per share
|
Trading Symbol |
TVGNW
|
Security Exchange Name |
NASDAQ
|
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Tevogen Bio (NASDAQ:TVGNW)
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