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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 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.
Item
1.01 Entry into a Material Definitive Agreement.
On
June 15, 2024, Tevogen Bio Holdings Inc. (the “Company”) entered into a Preferred Stock Repurchase Agreement (the “Repurchase
Agreement”) with SSVK Associates, LLC (“SSVK”), pursuant to which the Company repurchased and cancelled, with immediate
effect, the shares of Series B Preferred Stock, par value $0.0001 per share, of the Company (the “Series B Preferred Stock”),
held by SSVK, (the “Repurchase”), which had constituted all of the outstanding shares of Series B Preferred Stock. As consideration
for the Repurchase, the Company reassumed liabilities in the amount of $3.6 million that were previously assigned to and assumed by SSVK
pursuant to that certain Assignment and Assumption Agreement, dated February 14, 2024, by and between the Company and SSVK, as amended
by that certain Amendment to Assignment and Assumption Agreement, dated March 15, 2024, by and between the Company and SSVK (the “Assignment
and Assumption Agreement”) and the parties terminated the Assignment and Assumption Agreement, also effective immediately. The
reassumption of these liabilities would not have increased the liabilities reflected on the Company’s balance sheet as of March
31, 2024, as included in its quarterly report on Form 10-Q for the quarter then ended.
The
foregoing description is qualified by reference to the full text of the Repurchase Agreement, which is attached as Exhibit 10.1 to this
Current Report on Form 8-K (this “Report” and is incorporated herein by reference.
SSVK
is the beneficial owner of more than 5% of the Company’s common stock, par value $0.0001 per share (the “Common Stock”),
and Suren Ajjarapu, managing member of SSVK, is a member of the Company’s board of directors.
Item
1.02 Termination of a Material Definitive Agreement.
The
information set forth under Item 1.01 above is incorporated in this Item 1.02 by reference.
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
June 14, 2024, the Company received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock
Market LLC (“Nasdaq”) notifying the Company that the Company no longer meets Nasdaq’s $1.00 per share minimum bid price
requirement pursuant to Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Requirement”) for continued listing on Nasdaq based
on the closing bid price for the Common Stock, for the previous 35 consecutive business days. The notification received has no immediate
effect on the Company’s listing or trading on The Nasdaq Global Market.
The
Company has been provided a period of 180 calendar days, or until December 11, 2024 (the “Compliance Date”), to regain compliance
with the Bid Price Requirement. If, at any time before the Compliance Date, the bid price for the Common Stock closes at $1.00 or more
for a minimum of 10 consecutive business days, the Staff will provide written notification to the Company that it has regained compliance
with the Bid Price Requirement.
If
the Company does not regain compliance with the Bid Price Requirement by the Compliance Date, the Company may be eligible for an additional
180 calendar day compliance period. To qualify, the Company will be required to transfer to the Nasdaq Capital Market and meet the continued
listing requirement for market value of its publicly held shares and all other initial listing standards for the Nasdaq Capital Market,
with the exception of the Bid Price Requirement, and will need to provide written notice of its intention to cure the deficiency during
the second 180 calendar day compliance period.
The
Company intends to actively monitor the closing bid price of the Common Stock and may, if appropriate, evaluate available options to
regain compliance with the Bid Price Requirement. However, there can be no assurance that the Company will be able to regain compliance
with the Bid Price Requirement or will otherwise maintain compliance with Nasdaq listing rules.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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:
June 21, 2024 |
By: |
/s/
Ryan Saadi |
|
Name:
|
Ryan
Saadi |
|
Title: |
Chief
Executive Officer |
Exhibit
10.1
EXECUTION
VERSION
PREFERRED
STOCK REPURCHASE AGREEMENT
This
Preferred Stock Repurchase Agreement (this “Agreement”) is made and entered into as of June 15, 2024, by and between
Tevogen Bio Holdings Inc., a Delaware corporation (the “Company”), and SSVK Associates, LLC, a Delaware limited liability
company (the “Holder”). The Company and the Holder are referred to herein as the “Parties”, and
each of them individually as a “Party”.
RECITALS
WHEREAS,
the Holder owns 3,613 shares (the “Shares”) of the Series B Preferred Stock, par value $0.0001 per share, of the Company
(the “Preferred Stock”), which represent all the issued and outstanding shares of the Preferred Stock;
WHEREAS,
the Company desires to repurchase the Shares, and the Holder desires to have the Shares repurchased by the Company, in exchange for the
Consideration (as defined below), all upon the terms and conditions set forth in this Agreement (the “Repurchase”);
and
WHEREAS,
the Board of Directors of the Company has approved the Repurchase.
NOW,
THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties to this Agreement hereby agree as follows:
1.
Stock Repurchase.
(a)
Repurchase of Shares. The Holder hereby sells, assigns, transfers, conveys, and delivers to the Company, and the Company hereby
repurchases, acquires, and accepts from the Holder, the Shares, in exchange for the reassignment to and reassumption by the Company of
the liabilities previously assigned to and assumed by the Holder pursuant to that certain Assignment and Assumption Agreement, dated
as of February 14, 2024, by and between the Company and the Holder, as subsequently amended by that certain Amendment to Assignment and
Assumption Agreement, dated as of March 15, 2024, by and between the Company and the Holder (the “Assignment Agreement”),
and the recission, cancellation, and termination of the Assignment Agreement (the “Consideration”).
(b)
Reassignment and Reassumption of Liabilities; Termination of Assignment Agreement. The Holder hereby reassigns, transfers, and
conveys to the Company, and the Company hereby reassumes and agrees to be responsible for, and to pay, perform, and discharge or cause
to be paid, performed, and discharged, all of the liabilities previously assigned to and assumed by the Holder pursuant to the Assignment
Agreement, and the Assignment Agreement is hereby terminated, null and void, and of no further
force and effect, and there shall be no liability thereunder on the part the Parties (the “Reassumption and Termination”).
(c)
Effect of Repurchase; No Further Right in the Shares. The Holder and Company agree
that, (i) following the Repurchase, the Company’s stock records shall reflect the Repurchase, and the Shares are hereby cancelled,
terminated, and invalidated, (ii) the Holder no longer holds any ownership interest in the Shares or the Preferred Stock, and (iii) the
Holder has no further rights, and the Company has no further obligations, in connection with the Shares or the Preferred Stock.
(d)
No Opinions or Documents. The Parties acknowledge that, other than as contemplated by this Agreement, no opinions or other documents
will be required to be delivered by any Party or any other person to consummate the transactions contemplated by this Agreement.
2.
Representations and Warranties of the Holder. The Holder represents and warrants to the Company as of the date hereof that:
(a)
The Holder is a limited liability company duly formed under the laws of the State of Delaware.
(b)
The Holder has full power, legal right, authority and capacity to execute and deliver this Agreement
and perform the obligations contemplated by this Agreement. The execution, delivery and performance of this Agreement and any other documents
in connection herewith by Holder constitute the valid and legally binding obligations of Holder, enforceable against Holder in accordance
with their respective terms.
(c)
The Holder is the record and beneficial owner of the Shares, and the Holder has not, directly or indirectly, granted any option, warrant
or other right to any person to acquire any of the Shares, and there are no liens, pledges, encumbrances or claims of others to such
shares.
(d)
The Holder has received all the information that the Holder considers necessary or appropriate
for deciding whether to enter into this Agreement and to consummate the Repurchase.
(e)
The Holder (i) is knowledgeable with respect to the Company and its subsidiaries, and their respective conditions (financial and otherwise),
results of operations, businesses, properties, assets, liabilities, plans, management, financing and prospects and (ii) has such knowledge
and experience in financial and business matters and in transactions of this type that it is capable of evaluating the merits and risks
of the Repurchase and of making an informed investment decision and has so evaluated the merits and risks of the Repurchase and without
reliance upon the Company, its subsidiaries or affiliates or any other person, has made its own analysis and decision to consummate the
Repurchase.
(f)
The Holder understands and agrees that nothing in this Agreement or any other materials presented
by or on behalf of the Company to the Holder in connection with the Repurchase constitutes
legal, tax, investment, financial, accounting or other advice. The Holder has consulted such legal, tax, financial, accounting, investment
and other advisors as the Holder, in the Holder’s sole discretion, has deemed necessary or appropriate in connection with the Repurchase.
The Holder acknowledges and agrees that the Holder has not relied on any legal, tax, investment, financial, accounting or other advice
furnished by or on behalf of the Company.
3.
Representations and Warranties of the Company. The Company represents and warrants to the Holder as of the date hereof that:
(a)
The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
(b)
The Company has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder and has taken
all requisite action necessary to authorize the execution, delivery and performance of this Agreement. Assuming due execution and delivery
of this Agreement by the Holder, this Agreement shall constitute the valid and legally binding obligation of the Company, enforceable
in accordance with its terms and conditions.
(c)
No Other Representations or Warranties. Except for the representations and warranties contained
in this Section 3, none of the Company nor any affiliate or representative of Company has made or is making any representation or warranty
of any kind or nature whatsoever, oral or written, express or implied with respect to the Company, this Agreement or the transactions
contemplated by this Agreement.
4.
Release.For and in consideration of the Repurchase and other mutual promises and agreements set forth herein, the Holder (on
behalf of itself and its officers, directors, employees, stockholders, partners, managers, members, representatives, agents, subsidiaries,
affiliates, predecessors, successors, assigns, beneficiaries, heirs, executors, insurers, personal representatives and attorneys (the
foregoing, the “Representatives”)) hereby releases and forever discharges the Company and its Representatives from,
and none of the Company or its Representatives shall be liable to the Holder or any of its Representatives for, any and all actions,
causes of action (whether class, derivative or individual in nature, for indemnity or otherwise), suits, debts, claims, counterclaims,
demands, liens, commitments, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses and compensation
of any kind or nature whatsoever, known or unknown, suspected or unsuspected, fixed or contingent, past, present or future, in law or
in equity (the “Claims”), arising from or relating to the Holder’s ownership of the Shares, the Repurchase,
or the Reassumption and Termination. The Holder (on behalf of itself and its Representatives) further agrees not to institute any litigation,
claim or action pursuing any Claim released above against the Company or any of its Representatives.
5.
Notices. All notices and other communications hereunder shall be in writing and shall be deemed sufficiently given and served
for all purposes (a) when personally delivered or given by email, (b) one business day after a writing is delivered to a national overnight
courier service or (c) three business days after a writing is deposited in the United States mail, first class postage or other charges
prepaid and registered, return receipt requested, in each case, addressed as set forth on the signature page hereto (or at such other
address for a party as shall be specified by like notice).
6.
Fees and Expenses. Each party hereto shall each pay their own respective fees, costs and expenses.
7.
Further Assurances. From time to time hereafter, each Party agrees, at its own cost and expense, to do, or cause to be done,
all such actions and to duly issue, execute and deliver, or cause to be issued, executed and delivered, as applicable, all such documents,
notices, instruments and agreements (so far as is within its power to do so) as may be reasonably necessary or desirable to give effect
to the provisions and intent of this Agreement and any ancillary documents. Each Party shall take all steps as may be necessary, and
file with the relevant governmental or regulatory authorities any required documents or filings, to obtain any regulatory or governmental
approvals necessary to give full effect to this Agreement and any ancillary documents and the transactions contemplated hereby and thereby.
8.
Entire Agreement. This Agreement and any other agreements, documents and instruments incorporated or referenced hereby or
delivered in connection herewith including any ancillary documents constitutes the entire agreement between the Parties with respect
to the subject matter hereof and supersedes and cancels all previous agreements and understandings, whether written or oral, between
the Parties with respect to such subject matter.
9.
Amendment, Modification and Waiver. No amendment of any provision of this Agreement shall be effective, unless the same shall
be in writing and signed by the Parties. Any failure of a Party to comply with any obligation or agreement hereunder may only be waived
in writing by the Party against whom the waiver is to be effective, but such waiver shall not operate as a waiver of, or estoppel with
respect to, any subsequent or other failure. No failure by a Party to take any action with respect to any breach of this Agreement or
default by the other Party shall constitute a waiver of such Party’s right to enforce any provision hereof or to take any such
action.
10.
Succession and Assignment. This Agreement shall be binding upon, inure to the benefit of and be enforceable by and against
the Parties and their respective successors and permitted assigns. Neither Party may assign any of its rights or delegate any of its
obligations under this Agreement without the prior written consent of the other Party hereto.
11.
Applicable Law. This Agreement and the rights and obligations of the Parties under this Agreement shall be governed by, and
construed and interpreted exclusively in accordance with, the law of the State of Delaware without giving effect to any conflict of laws
provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other
than those of the State of Delaware.
12.
Exclusive Jurisdiction. The Parties agree
that any action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the
transactions contemplated hereby shall be brought exclusively in the Delaware Court of Chancery
and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery shall not have or declines
to accept jurisdiction over a particular matter, any federal court located in the State of Delaware or other Delaware state court) (the
“Chosen Courts”), and each of the Parties hereby irrevocably consents to the sole and exclusive jurisdiction of the
Chosen Courts (and of the appropriate appellate courts therefrom) in any such action and irrevocably waives, to the fullest extent permitted
by law, any objection that it may now or hereafter have to the laying of the venue of any such action in any such Chosen Court or that
any such action brought in any such Chosen Court has been brought in an inconvenient forum. Process in any such action may be served
on any Party anywhere in the world, whether within or without the jurisdiction of any such Chosen Court. Each Party also irrevocably
and unconditionally agrees that service of process on such Party may be made on such Party as provided in 5, and that service made in
such manner shall be deemed effective service of process on such Party and shall have the same legal force and effect as if served upon
such Party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other
manner as may be permitted by applicable law.
13.
Waiver of Jury Trial. EACH OF THE PARTIES
HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON,
ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED
HEREBY AND THEREBY. EACH PARTY HEREBY ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING THE RIGHT TO DEMAND TRIAL BY JURY.
14.
Specific Performance. The Parties agree
that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur if any of the provisions
of this Agreement were not performed in accordance with its specified terms or were otherwise breached. It is accordingly agreed that
the Parties shall be entitled to seek an injunction, specific performance and other equitable relief without being required to provide
a bond or other security in connection with any such order or injunction to prevent breaches of this Agreement and to enforce specifically
the terms and provisions hereof to which such Party is entitled at law or in equity. Each Party agrees that it will not oppose the granting
of an injunction, specific performance and other equitable relief on the basis that (a) the other Party has an adequate remedy at law
or (b) an award of specific performance is not an appropriate remedy for any reason at law or equity.
15.
Severability. If any provision of this Agreement is fully or in part determined to be invalid, illegal or incapable of being
enforced by any rule, law or public policy, all other provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic and legal substance of the transactions contemplated hereby is not affected in any manner materially adverse
to either Party. Upon such determination that any provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate
in good faith to modify this Agreement to effect the original intent of the Parties as closely as possible.
16.
Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to the other Party,
it being understood that both Parties need not sign the same counterpart. If any signature is delivered by email delivery of a “.pdf”
format data file or any electronic signature complying with the U.S. federal ESIGN Act of 2000 (e.g., www.docusign.com), such signature
shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force
and effect as if such “.pdf” signature page was an original thereof.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the undersigned have executed and delivered this Agreement as of the date first set forth above.
|
TEVOGEN BIO HOLDINGS INC. |
|
|
|
|
By: |
/s/
Ryan Saadi |
|
Name: |
Ryan
Saadi |
|
Title: |
Chief
Executive Officer |
|
|
|
|
SSVK ASSOCIATES, LLC |
|
|
|
|
By: |
/s/ Surendra Ajjarapu |
|
Name: |
Surendra
Ajjarapu |
|
Title: |
President |
[Signature
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