UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2(a)
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. )
Tevogen
Bio Holdings Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
88165K101
(CUSIP Number)
Kirti
Desai
c/o Tevogen Bio Holdings Inc.
15 Independence Boulevard, Suite #410
Warren, New Jersey 07059
(877) 838-6436
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February
14, 2024
(Date of Event Which Requires Filing of this Statement)
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
CUSIP
No. 88165K101 |
13D |
Page
2 of 6 Pages |
1 |
NAMES OF REPORTING PERSONS
Kirti Desai |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS (See Instructions)
OO |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
with |
7 |
SOLE VOTING POWER
9,696,186 |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
9,696,186 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,696,186 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%(1) |
14 |
TYPE OF REPORTING PERSON
IN |
(1)
Calculated based on 164,614,418 shares of Common Stock outstanding on February 22, 2024.
CUSIP
No. 88165K101 |
13D |
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Item
1. Security and Issuer
This
statement on Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $0.0001 per share (the “Common
Stock”), of Tevogen Bio Holdings Inc., a Delaware corporation (the “Issuer”).
The
principal executive offices of the Issuer are located at 15 Independence Boulevard, Suite #410, Warren, New Jersey 07059.
Item
2. Identity and Background
This
Schedule 13D is filed by Kirti Desai (the “Reporting Person”).
Mr.
Desai, an individual and citizen of the United States of America, is the Chief Financial Officer of the Issuer. The principal business
address of Mr. Desai is 15 Independence Boulevard, Suite #410, Warren, New Jersey 07059.
During
the last five years, the Reporting Person has not been: (i) convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
Item
3. Source and Amount of Funds or Other Considerations
All
of the securities reported herein as beneficially owned by the Reporting Person were acquired pursuant to the transactions contemplated
by that certain Agreement and Plan of Merger, by and among Semper Paratus Acquisition Corporation, a Cayman Islands exempted company
(“Semper Paratus”), Semper Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Semper Paratus
(“Merger Sub”), SSVK Associates, LLC, Semper Paratus’s sponsor (the “Sponsor”), in its capacity
as purchaser representative, Tevogen Bio Inc, a Delaware corporation (“Tevogen Bio”), and Ryan Saadi, in his capacity
as seller representative (the “Merger Agreement”). On February 14, 2024 (the “Closing Date”), pursuant
to the Merger Agreement, Merger Sub merged with and into Tevogen Bio, with Tevogen Bio being the surviving company and a wholly owned
subsidiary of Semper Paratus (the “Merger,” and together with the other transactions contemplated by the Merger Agreement,
the “Business Combination”).
Prior
to the effective time of the Merger (the “Effective Time”), pursuant to the Merger Agreement, Semper Paratus changed
its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation
incorporated under the laws of the State of Delaware (the “Domestication”). In connection with the Domestication,
Semper Paratus changed its name to “Tevogen Bio Holdings Inc.”
At
the Effective Time, in accordance with the terms and subject to the conditions of the Merger Agreement, each share of the common stock
of Tevogen Bio issued and outstanding immediately prior to the Effective Time was converted into the right to receive the number of shares
of duly authorized, validly issued, fully paid, and nonassessable shares of the Common Stock, equal to the quotient obtained by dividing
(x) the quotient obtained by dividing (i) $1,200,000,000 by (ii) ten dollars ($10.00) by (y) the aggregate number
of shares of the common stock of Tevogen Bio that were issued and outstanding immediately prior to the Effective Time, or approximately
4.84.
The
foregoing description does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement, which
is filed as Exhibit 99.1 to this Schedule 13D and is incorporated herein by reference.
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Item
4. Purpose of Transaction
The
information set forth in Item 3 of this Schedule 13D is incorporated into this Item 4 by reference.
Mr.
Desai serves as the Issuer’s Chief Financial Officer. In such capacity, Mr. Desai may have influence over the corporate activities
of the Issuer, including activities that may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Except
as described herein, Mr. Desai has no present plans or proposals that relate to or would result in any of the transactions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, Mr. Desai reserves the right to formulate in the future plans or
proposals which may relate to or result in the transactions described in subparagraphs (a) through (j) of this Item 4. In addition to
the foregoing, Mr. Desai may engage in discussions from time to time with other members of the Issuer’s management and/or Board
of Directors and/or with other stockholders of the Issuer and/or other third parties. Such discussions may include, without limitation,
discussions with respect to the governance, board composition, management, operations, business, assets, capitalization, financial condition,
strategic plans, and future of the Issuer, as well as other matters related to the Issuer. These discussions may also include a review
of options for enhancing stockholder value through, among other things, various strategic alternatives (including acquisitions and divestitures)
or operational or management initiatives.
Mr.
Desai holds the securities of the Issuer for general investment purposes. Mr. Desai intends to review his investment in the Issuer on
a continuing basis and may take from time to time and at any time in the future, depending on various factors (including, without limitation,
the outcome of any discussions referenced above), such actions as he deems appropriate in respect thereof, including proposing or considering,
or changing their intention with respect to, one or more of the actions described above or otherwise referred to in subparagraphs (a)
though (j), inclusive, of Item 4 of Schedule 13D. Mr. Desai may also take steps to explore and prepare for various plans and actions,
and propose transactions, regarding the foregoing matters, before forming an intention to engage in such plans or actions or proceed
with such transactions. Mr. Desai reserves the right, based on all relevant factors and subject to applicable law and contractual and
other restrictions, at any time and from time to time, to acquire additional shares of Common Stock or other securities of the Issuer,
dispose of some or all of the shares of Common Stock or other securities of the Issuer that he may own from time to time, in each case
in open market or private transactions, block sales, or otherwise or pursuant to ordinary stock exchange transactions effected through
one or more broker-dealers whether individually or utilizing specific pricing or other instructions (including by means of Rule 10b5-1
programs).
Item
5. Interest in Securities of the Issuer
(a)
See rows (11) and (13) of the cover page to this filing for the aggregate number of shares of Common Stock and percentage of the
shares of Common Stock beneficially owned by Mr. Desai.
(b)
See rows (7) through (10) of the cover page to this filing for the aggregate number of shares of Common Stock as to which Mr. Desai has
the sole or shared power to vote or direct the vote and the sole or shared power to dispose or to direct the disposition.
(c)
Except as set forth in this Schedule 13D, the Reporting Person has not effected any transactions in the Common Stock in the 60 days prior
to the date of this Schedule 13D.
(d)
Not applicable.
(e)
Not applicable.
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Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The
information set forth in Item 3 of this Schedule 13D is incorporated into this Item 6 by reference.
Amended
and Restated Registration Rights Agreement
On
February 14, 2024, in connection with the consummation of the Business Combination, the Issuer, the Sponsor, Semper Paratus Sponsor LLC
(the “Original Sponsor”), Dr. Saadi, the Issuer’s Chief Executive Officer, Mr. Desai, Dr. Neal Flomenberg, the
Issuer’s Chief Scientific Officer and Global R&D Lead (the “Company Holders”), the Sponsor Holders (as defined
therein) (together with the Sponsor, the Original Sponsor, and the Company Holders, the “Special Holders”), and Cantor
Fitzgerald & Co. (“Cantor” and, together with the Special Holders, the “RRA Holders”) entered
into an Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”). Pursuant
to the A&R Registration Rights Agreement, the Issuer agreed to use commercially reasonable efforts to file, as soon as reasonably
practical, but in no event later than 60 days after the Closing Date, a shelf registration statement registering the resale of certain
shares of Common Stock and warrants of the Issuer (the “Registrable Securities”), including Registrable Securities
held by Mr. Desai. In addition, at any time (after the expiration of any lock-up period) and from time to time after the shelf registration
statement has been declared effective, the Special Holders holding at least a majority in interest of Registrable Securities may request
to sell all or any portion of their Registrable Securities in an underwritten offering that is registered pursuant to the shelf registration
statement (each, an “Underwritten Shelf Takedown”), provided that such Underwritten Shelf Takedown meets certain requirements.
The
foregoing description does not purport to be complete and is qualified in its entirety by the full text of the A&R Registration Rights
Agreement, which filed as Exhibit 99.2 to this Schedule 13D and is incorporated herein by reference.
2024
Omnibus Incentive Plan
In
his capacity as a director and an executive officer of the Issuer, Mr. Desai may be entitled to receive equity compensation, including
RSUs or other equity awards, pursuant to the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan (the “2024 Plan”),
which became effective upon the closing of the Business Combination. A description of the 2024 Plan is set forth in Semper Paratus’s
definitive proxy statement filed with SEC on January 10, 2024 (the “Definitive Proxy Statement”) in the section titled
“Omnibus Incentive Plan Proposal”, which summary is incorporated herein by reference.
The
foregoing description does not purport to be complete and is qualified in its entirety by the full text of the 2024 Plan, which is filed
as Exhibit 99.3 to this Schedule 13D and is incorporated herein by reference.
Form
of Indemnification Agreement
On
February 14, 2024, the Issuer entered into an indemnification agreement (the “Indemnification Agreement”) with each
of its directors and executive officers, including Mr. Desai. The Indemnification Agreement provides for indemnification and advancement
by Tevogen of certain expenses and costs relating to claims, suits, or proceedings arising from service to Tevogen or, at its request,
service to other entities to the fullest extent permitted by applicable law.
The
foregoing description does not purport to be complete and is qualified in its entirety by the full text of the Indemnification Agreement,
which is filed as Exhibit 99.4 to this Schedule 13D and is incorporated herein by reference.
Item
7. Material to Be Filed as Exhibits
Exhibit
No. |
|
Exhibit
Description |
99.1 |
|
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)). |
99.2 |
|
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 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on February 14, 2024 (File No. 001-41002)). |
99.3 |
|
Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed with the SEC on February 14, 2024 (File No. 001-41002)). |
99.4 |
|
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed with the SEC on February 14, 2024 (File No. 001-41002)). |
CUSIP
No. 88165K101 |
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Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
February 22, 2024
/s/ Kirti Desai |
|
Kirti Desai |
|
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