Other Information.
−Removed: the three months ended March 31, 2024, none of our directors or officers adopted
−Removed: or terminated
−Removed: a “Rule 10b5-1 trading arrangement”
+Added: Trading Arrangements
+Added: the three months ended June 30, 2024, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement”
or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
+Added: of Series B Preferred Stock
+Added: August 9 , 2024, the Company filed a Certificate of Elimination of Series B Preferred Stock
+Added: (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware with respect to the Series B Preferred
+Added: Stock, par value $0.0001 per share (the “Series B Preferred Stock”).
+Added: The Series B Preferred Stock had been designated pursuant
+Added: to the Certificate of Designation of Series B Preferred Stock filed with the Secretary of State of the State of Delaware on March 15,
+Added: As of the date of the filing of the Certificate of Elimination, no shares of Series B Preferred Stock were outstanding.
+Added: the Certificate of Elimination, the 3,613 shares of Series B Preferred Stock were returned to the status of authorized but unissued shares
+Added: of preferred stock of the Company, without designation as to series or rights, preferences, privileges, or limitations.
+Added: foregoing summary of the Certificate of Elimination is qualified by reference to the full text of the Certificate of Elimination, which
+Added: is filed as Exhibit 3.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
Agreement and Plan of Merger, dated June 28, 2023, by and among the Company, 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.
−Removed: Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on February 14, 2024 (File No.
−Removed: Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on February 14, 2024 (File No.
−Removed: Certificate of Designation of Series A Preferred Stock of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on March 21, 2024 (File No.
−Removed: Certificate of Designation of Series A-1 Preferred Stock of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on April 2, 2024 (File No.
−Removed: Certificate of Designation of Series B Preferred Stock of the Company (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on March 21, 2024 (File No.
−Removed: Amendment to Letter Agreement, dated February 13, 2024, by and among the Company, its officers, its directors, SVKK Associates, LLC, and Semper Paratus Sponsor LLC (incorporated by reference to Exhibit 10.5 to the Annual Report on Form 10-K filed with the SEC on April 29, 2024 (File No.
−Removed: 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 10.6 to the Annual Report on Form 10-K filed with the SEC on April 29, 2024 (File No.
−Removed: Lock-Up Agreement, dated February 14, 2024, between the Company, SSVK Associates, LLC, Ryan Saadi, and the other signatories thereto (incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K filed with the SEC on April 29, 2024 (File No.
−Removed: Non-Competition and Non-Solicitation Agreement, effective as of February 14, 2024, by and between the Company and Ryan Saadi (incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K filed with the SEC on April 29, 2024 (File No.
−Removed: Tevogen Bio Holdings Inc.
−Removed: 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.
−Removed: Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed with the SEC on February 14, 2024 (File No.
−Removed: 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.
−Removed: Assignment and Assumption Agreement, dated as of February 14, 2024, by and between the Company and SSVK Associates, LLC (incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K/A filed with the SEC on February 20, 2024 (File No.
−Removed: Amendment to Assignment and Assumption Agreement, dated as of March 15, 2024, by and between the Company and SSVK Associates, LLC (incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K filed with the SEC on April 29, 2024 (File No.
−Removed: Restricted Stock Unit Agreement, dated as of February 14, 2024, by and between the Company and Ryan Saadi (incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K filed with the SEC on April 29, 2024 (File No.
−Removed: Securities Purchase Agreement, dated February 14, 2024, by and among the Company and The Patel Family, LLP (incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K filed with the SEC on April 29, 2024 (File No.
−Removed: Amended and Restated Securities Purchase Agreement, dated as of March 27, 2024, by and among Tevogen Bio Holdings Inc.
−Removed: and The Patel Family, LLP (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 2, 2024 (File No.
+Added: Certificate of Elimination of Series B Preferred Stock of the Company
+Added: Loan Agreement, dated as of June 6, 2024, between Tevogen Bio Holdings Inc.
+Added: and The Patel Family, LLP (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June 11, 2024 (File No.
+Added: Preferred Stock Repurchase Agreement, dated June 15, 2024, by and between Tevogen Bio Holdings Inc.
+Added: and SSVK Associates, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June 21, 2024 (File No.
Certification of Chief Executive officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
15 unchanged sentences
copy of any omitted schedule or exhibit to the SEC upon request.
−Removed: management contract or compensatory plan.
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
6 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.