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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): April 17, 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 #410    
Warren, New Jersey   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 7.01 Regulation FD Disclosure.

 

On April 17, 2025, Tevogen Bio Holdings Inc. (“Tevogen”) entered into a Master Services and Facilities Agreement (the “Agreement”) with CD 8 Technology Services LLC (“CD8”). The Agreement establishes the general terms and conditions under which CD8 would provide Tevogen with access to specialized manufacturing facilities, including clean rooms and laboratories, as well as related operational services, to support the production of Tevogen’s cell therapy products. The Agreement provides that the specific details of these facilities and services, including scope of work, costs, and timelines, will be set out in one or more individual project work orders. The Agreement has an initial term of 12 months and will automatically renew for additional 12-month periods unless it is terminated in accordance with the terms set forth therein. CD8 is associated with Dr. Manmohan Patel, who beneficially owns more than 5% of Tevogen’s common stock.

 

On April 17, 2025, Tevogen issued a press release announcing the Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit   Description
99.1   Press Release, dated April 17, 2025
104.1   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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: April 17, 2025 By: /s/ Ryan Saadi
  Name: Ryan Saadi
  Title: Chief Executive Officer

 

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