What changed in this filing

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Item 5. Other Information

2024-11-19 compared with 2024-08-14 · 25 added, 24 removed, 21 unchanged (70% of the section changed)

1 unchanged sentence

Trading Arrangements

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.

of Series B Preferred Stock

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,

As of the date of the filing of the Certificate of Elimination, no shares of Series B Preferred Stock were outstanding.

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.

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.

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.

Certificate of Elimination of Series B Preferred Stock of the Company

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.

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.

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

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

Certification of Chief Executive Officer pursuant to 18 U.S.C.

the three months ended September 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) 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.

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.

of Elimination of Series B Preferred Stock of the Company (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form

10-Q filed with the SEC on August 14, 2024 (File No.

of Designation of Series C Preferred Stock of Tevogen Bio Holdings Inc.

(incorporated by reference to Exhibit 3.1 to the Current

Report on Form 8-K filed with the SEC on August 23, 2024 (File No.

Purchase Agreement, dated as of August 21, 2024, by and 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 August 23, 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

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

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

Certification of Chief Financial Officer pursuant to 18 U.S.C.

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

14 unchanged sentences

Executive Officer

Authorized Officer)

Authorized Officer and Principal Executive Officer)

Financial Officer

1 unchanged sentence

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.

What changed 10-Q

Item 5. Other Information