Tevogen Inc. 10-Q

Item 5. Other Information. Insider Trading Arrangements During 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. Elimination of Series B Preferred Stock On August 9 , 2024, the Company filed a Certificate of Elimination of Series B Preferred Stock (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware with respect to the Series B Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”). The Series B Preferred Stock had been designated pursuant to the Certificate of Designation of Series B Preferred Stock filed with the Secretary of State of the State of Delaware on March 15, 2024. As of the date of the filing of the Certificate of Elimination, no shares of Series B Preferred Stock were outstanding. Upon filing the Certificate of Elimination, the 3,613 shares of Series B Preferred Stock were returned to the status of authorized but unissued shares of preferred stock of the Company, without designation as to series or rights, preferences, privileges, or limitations. The foregoing summary of the Certificate of Elimination is qualified by reference to the full text of the Certificate of Elimination, which is filed as Exhibit 3.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference. 32 Item 6. Exhibits. INDEX TO EXHIBITS Exhibit Description 2.1† 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. 001-41002)) 3.1* Certificate of Elimination of Series B Preferred Stock of the Company 10.1 Loan Agreement, dated as of June 6, 2024, between Tevogen Bio Holdings Inc. 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. 001-41002)) 10.2 Preferred Stock Repurchase Agreement, dated June 15, 2024, by and between Tevogen Bio Holdings Inc. 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. 001-41002)) 31.1* 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 31.2* Certification of Chief Financial 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 32.1** Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 EX-101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document EX-101.SCH* Inline XBRL Taxonomy Extension Schema Document EX-101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document EX-101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document EX-101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document EX-101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104.1* Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. ** Furnished herewith † Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. 33 SIGNATURES 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 thereunto duly authorized. Tevogen Bio Holdings Inc. Date: August 14 , 2024 By: /s/ Ryan Saadi Ryan Saadi Chief Executive Officer (Duly Authorized Officer) Date: August 14, 2024 By: /s/ Kirti Desai Kirti Desai Chief Financial Officer (Principal Financial Officer) 34