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    Tevogen Bio Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits

    6/3/25 1:46:13 PM ET
    $TVGN
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care
    Get the next $TVGN alert in real time by email
    false 0001860871 0001860871 2025-05-30 2025-05-30 0001860871 TVGN:CommonStockParValue0.0001PerShareMember 2025-05-30 2025-05-30 0001860871 TVGN:WarrantsEachExercisableForOneShareOfCommonStockFor11.50PerShareMember 2025-05-30 2025-05-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    FORM 8-K

     

    CURRENT REPORT

     

    Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

     

    Date of Report (Date of earliest event reported): May 30, 2025

     

     

     

    Tevogen Bio Holdings Inc.

    (Exact name of registrant as specified in its charter)

     

     

     

    Delaware   001-41002   98-1597194

    (State or other jurisdiction

    of incorporation)

     

    (Commission

    File Number)

     

    (IRS Employer

    Identification No.)

     

    15 Independence Boulevard, Suite #210

    Warren, NJ

      07059
    (Address of principal executive offices)   (Zip Code)

     

    Registrant’s telephone number, including area code: (877) 838-6436

     

    Not Applicable

    (Former name or former address, if changed since last report)

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
       
    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
       
    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
       
    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class   Trading Symbol(s)   Name of each exchange on which registered
    Common Stock, par value $0.0001 per share   TVGN   The Nasdaq Stock Market LLC
    Warrants, each exercisable for one share of Common Stock for $11.50 per share  

    TVGNW

      The Nasdaq Stock Market LLC

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     

    Emerging growth company ☒

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     

     

     

     

     

    Item 1.01. Entry into a Material Definitive Agreement.

     

    On May 30, 2025, Tevogen Bio Inc. (“Tevogen Bio”), a wholly owned subsidiary of Tevogen Bio Holdings Inc. (the “Company”), entered into Amendment No. 1 (the “Amendment”) to that certain Lease Agreement, dated February 1, 2022, between Tevogen Bio and Mitsui Sumitomo Insurance Company of America (as amended, the “Lease Agreement”). The Lease Agreement relates to the Company’s principal executive offices located at 15 Independence Boulevard, Warren, New Jersey. The Amendment doubles the amount of leased space and extends the term of the Lease Agreement until February 2033. The Company’s annual payment under the Lease Agreement will be approximately $330,000.

     

    The Company expects to relocate employees at its Philadelphia, Pennsylvania research and development center to the premises leased under the Lease Agreement following the June 2025 expiration of the research and development center lease.

     

    The foregoing description is qualified by reference to the full text of the Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

     

    1

     

     

    Item 9.01 Financial Statements and Exhibits.

     

    (d) Exhibits.

     

    Exhibit  

    Description

    10.1   Amendment No. 1 to the Lease Agreement, dated as of May 30, 2025, between Mitsui Sumitomo Insurance Company of America and Tevogen Bio Inc.
    104.1   Cover Page Interactive Data File (embedded within the Inline XBRL document)

     

    2

     

     

    SIGNATURE

     

    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 hereunto duly authorized.

     

      Tevogen Bio Holdings Inc.
         
    Date: June 3, 2025 By: /s/ Ryan Saadi
      Name: Ryan Saadi
      Title: Chief Executive Officer

     

    3

     

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