LGST Semper Paratus Acquisition Coporation

Tevogen Bio Holdings Inc. (“Tevogen Bio”), a clinical-stage specialty immunotherapy biotech pioneer developing off-the-shelf, genetically unmodified T cell therapeutics in virology, oncology, and neurology, has announced the completion of Tevogen Bio Inc’s previously announced business combination with Semper Paratus Acquisition Corporation, leading to the formation of Tevogen Bio Holdings Inc. The combined company’s common stock and warrants will begin trading on Nasdaq Global Market (“Nasdaq”) under the ticker symbols TVGN and TVGNW, respectively, beginning Thursday, February 15, 2024.

The listing with Nasdaq is expected to provide Tevogen Bio increased access to capital to accelerate the development of its genetically unmodified off-the-shelf T cell therapy products for large patient populations. This innovative platform leverages one of nature’s most powerful immunological weapons, CD8+ cytotoxic T lymphocytes, to develop off-the-shelf, precision T cell therapies for the treatment of infectious diseases, cancers, and neurological disorders, with the aim of addressing the significant unmet needs of large patient populations. ExacTcell stands in contrast with both autologous and allogeneic CAR-T platforms, which target antigens present on both healthy and diseased cells and require genetic modification of the T cells.

Dr. Ryan Saadi, Chief Executive Officer and Chairperson of Tevogen Bio Inc, and the current management team, including Kirti Desai, Chief Financial Officer, Dr. Neal Flomenberg, Chief Scientific Officer and Global R&D Lead, and Sadiq Khan, Chief Commercial Officer, will continue to lead Tevogen.

“We believe Tevogen’s patient-centric approach, which merges a focus on affordability with advanced science, is a blueprint for sustainable success in the current era of healthcare,” said Dr. Saadi. “I am pleased that, upon the closure of this transaction, investors will have the opportunity to participate in Tevogen’s mission to become the very first life science company offering commercially attractive and affordable personalized T cell therapies for large patient populations in virology, oncology, and neurology.”

About Tevogen Bio

Tevogen Bio 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 and twelve pending patents, two of which are related to artificial intelligence.

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

Forward-Looking Statements

This press release contains certain statements that are not historical facts and are forward-looking statements within the meaning of the federal securities laws with respect to the business combination (the “Business Combination”) between Semper Paratus and Tevogen Bio, including without limitation statements regarding the anticipated benefits of the Business Combination, the future financial condition and performance of Tevogen Bio and the combined company after the closing and expected financial impacts of the Business Combination, and the product candidates, products, markets, and expected future performance and market opportunities of Tevogen Bio. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “think,” “strategy,” “future,” “opportunity,” “potential,” “plan,” “seeks,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.

These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including but not limited to: (i) the effect of the announcement of the Business Combination on Tevogen Bio’s business relationships, operating results, and business generally; (ii) risks that the Business Combination disrupts current plans and operations of Tevogen Bio; (iii) the outcome of any legal proceedings that may be instituted against Tevogen Bio related to the Merger Agreement or the Business Combination ; (iv) changes in the markets in which Tevogen Bio competes, including with respect to its competitive landscape, technology evolution, or regulatory changes; (v) changes in domestic and global general economic conditions; (vi) risk that Tevogen Bio may not be able to execute its growth strategies or may experience difficulties in managing its growth and expanding operations; (vii) risks related to the ongoing COVID-19 pandemic and response; (viii) risk that Tevogen Bio may not be able to develop and maintain effective internal controls; (ix) costs related to the Business Combination and the failure to realize anticipated benefits of the Business Combination or to realize estimated pro forma results and underlying assumptions, including with respect to estimated shareholder redemptions; (x) the failure to recognize the anticipated benefits of the Business Combination and to achieve Tevogen Bio’s commercialization and development plans, and identify and realize additional opportunities, which may be affected by, among other things, competition, the ability of Tevogen Bio to grow and manage growth economically and hire and retain key employees; (xi) the risk that Tevogen Bio 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; (xvi) the ability to develop, license or acquire new therapeutics; (xii) the risk that Tevogen Bio will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; (xiii) the risk of product liability or regulatory lawsuits or proceedings relating to Tevogen Bio’s business; (xiv) uncertainties inherent in the execution, cost, and completion of preclinical studies and clinical trials; risks related to regulatory review, and approval and commercial development; (xv) risks associated with intellectual property protection; (xvi) Tevogen Bio’s limited operating history; and (xvii) those factors discussed in Semper Paratus’ filings with the SEC and that that are contained in the Proxy Statement/Prospectus relating to the Business Combination.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Proxy Statement/Prospectus and other documents to be filed by Tevogen Bio from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and while Tevogen Bio may elect to update these forward-looking statements at some point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. These forward-looking statements should not be relied upon as representing Tevogen Bio’s assessments as of any date subsequent to the date of this press release.

Contacts

Tevogen CommunicationsT: 1 877 TEVOGEN, Ext 701communications@Tevogen.com