Item 5. Other Information
Item 5. Other Information.
Insider Trading Arrangements
During the three months ended September 30, 2025,
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.
37
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))
10.1
Sales Agreement, dated July 3, 2025, by and between Tevogen Bio Holdings Inc. and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the SEC on July 3, 2025 (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.
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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: November 14, 2025
By:
/s/ Ryan Saadi
Ryan Saadi
Chief Executive Officer
(Duly Authorized Officer and Principal Executive Officer)
Date: November 14, 2025
By:
/s/ Kirti Desai
Kirti Desai
Chief Financial Officer
(Principal Financial Officer)
39
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.