Form NT 10-K - Notification of inability to timely file Form 10-K 405, 10-K, 10-KSB 405, 10-KSB, 10-KT, or 10-KT405
02 Abril 2024 - 2:35PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
SEC
File Number: 001-41002
CUSIP
Number: 88165K101
88165K119
(Check one): |
☒ Form 10-K |
☐ Form 20-F |
☐ Form 11-K |
☐ Form 10-Q |
☐ Form 10-D |
☐ Form N-SAR |
|
☐ Form N-CSR |
|
|
|
|
|
|
For Period Ended: December 31,
2023 |
|
☐
Transition Report on Form 10-K |
|
☐
Transition Report on Form 20-F |
|
☐
Transition Report on Form 11-K |
|
☐
Transition Report on Form 10-Q |
|
☐
Transition Report on Form N-SAR |
|
For
the Transition Period Ended: ____________________________________________________ |
Read
Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein. |
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Not Applicable
PART
I — REGISTRANT INFORMATION
Tevogen
Bio Holdings Inc. |
Full
Name of Registrant |
|
Semper
Paratus Acquisition Corporation |
Former
Name if Applicable |
|
15
Independence Boulevard, Suite #410 |
Address
of Principal Executive Office (Street and Number) |
|
Warren,
New Jersey 07059 |
City,
State and Zip Code |
PART
II — RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
|
(a) |
The
reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense |
☒ |
(b) |
The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D,
or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
|
(c) |
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III — NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, , N-CSR, or the transition report or portion thereof,
could not be filed within the prescribed time period.
Tevogen
Bio Holdings Inc., a Delaware corporation (f/k/a Semper Paratus Acquisition Corporation)
(the “Company”), is unable to file, without unreasonable effort and expense, its Annual Report on Form 10-K for the fiscal
year ended December 31, 2023 (the “2023 Annual Report”) due to the timing of the Company’s recently consummated
business combination with Tevogen Bio Inc, a Delaware corporation, which requires a substantial amount of resources and procedures
in connection therewith. As a result, additional time is required to finalize the Company’s financial statements and related disclosures
to be filed as part of the 2023 Annual Report. The Company plans to file the 2023 Annual Report with the Securities and Exchange Commission
as soon as practicable and within the fifteen calendar day period provided by Rule 12b-25 for delayed filings.
PART
IV — OTHER INFORMATION
(1) | Name
and telephone number of person to contact in regard to this notification |
Ryan
Saadi |
|
877 |
|
838-6436 |
(Name) |
|
(Area
Code) |
|
(Telephone
Number) |
(2) | Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange
Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months
or for such shorter period that the registrant was required to file such report(s) been filed?
If answer is no, identify report(s). |
(3) | Is
it anticipated that any significant change in results of operations from the corresponding
period for the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof? |
TEVOGEN
BIO HOLDINGS INC.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date |
April
2, 2024 |
|
By |
/s/
Ryan Saadi |
|
|
|
Name: |
Ryan
Saadi |
|
|
|
Title: |
Chief
Executive Officer |
INSTRUCTION:
The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by
an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of
the registrant shall be filed with the form.
ATTENTION |
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
Semper Paratus Acquisiti... (NASDAQ:LGSTU)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Semper Paratus Acquisiti... (NASDAQ:LGSTU)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024