Item 5. Other Information
Item
5. Other Information.
Insider
Trading Arrangements
During
the three months ended March 31, 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.
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
Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on April 25, 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.
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:
May 14, 2025
By:
/s/
Ryan Saadi
Ryan
Saadi
Chief
Executive Officer
(Duly
Authorized Officer and Principal Executive Officer)
Date:
May 14, 2025
By:
/s/
Kirti Desai
Kirti
Desai
Chief
Financial Officer
(Principal
Financial Officer)
34
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.