Tevogen Bio Reports Series A-1 Preferred Stock Investment at $10 Conversion Price

WARREN, N.J., March 28, 2024 (GLOBE NEWSWIRE) — Tevogen Bio Holdings (‘Tevogen Bio’) (Nasdaq: TVGN), a clinical-stage specialty immunotherapy biotech pioneer developing off-the-shelf, genetically unmodified T cell therapeutics in virology, oncology, and neurology, has entered into a securities purchase agreement with an existing investor pursuant to which the investor agreed to purchase shares of newly designated Series A-1 Preferred Stock of the Company in lieu of Series A Preferred Stock that the investor earlier agreed to purchase, for an aggregate purchase price of $6.0 million.

“Tevogen Bio’s precision T cell platform, ExacTcell, and its AI initiative have the potential to develop much-needed new class of off-the-shelf cell therapies to address the unmet need for large patient populations in Long COVID, oncology, virology, and neurology. The company’s highly cost-efficient business model and rapid progress since inception in 2020 are unprecedented and reinforce our confidence in the leadership’s deep understanding of the biopharma market,” commented the prominent physician and investor Dr. Manmohan Patel, MD. “Our continued support and decision to increase the conversion price by sixty percent of the current equity investment is a reflection of our confidence in Tevogen’s highly promising commercial success,” added Dr. Patel.

“We’re fortunate to have a long-term investment partner who shares the business acumen that sustainability and commercial success in the forthcoming era of medicine will rely on ensuring patient accessibility through advanced science, and innovative business models,” remarked the founder and CEO Dr. Ryan Saadi, MD, MPH, Tevogen Bio.

The shares of Series A-1 Preferred Stock will be issued in the first quarter and will be convertible at a conversion price of $10.00, as opposed to the $4.00 conversion price of the Series A Preferred Stock, into a total of 600,000 shares of the Company’s common stock at the election of the holder. The Series A-1 Preferred Stock is subject to a call right providing the Company the right to call the stock if the volume weighted average price of the common stock for the 20 days prior to delivery of the call notice is greater than $5.00 per share and there is an effective resale registration statement on file covering the underlying common stock. The Series A-1 Preferred Stock is non-voting, has no mandatory redemption, carries an annual 5% cumulative dividend, increasing by 2% each year, with a cap of 12% per year.

About Tevogen Bio

Tevogen Bio is a clinical-stage specialty immunotherapy company harnessing one of nature’s most powerful immunological weapons, CD8+ cytotoxic T lymphocytes, to develop off-the-shelf, genetically unmodified precision T cell therapies for the treatment of infectious diseases, cancers, and neurological disorders, aiming to address the significant unmet needs of large patient populations. Tevogen Leadership believes that sustainability and commercial success in the current era of healthcare rely on ensuring patient accessibility through advanced science and innovative business models. Tevogen has reported positive safety data from its proof-of-concept clinical trial, and its key intellectual property assets are wholly owned by the company, not subject to any third-party licensing agreements. These assets include three granted patents and twelve pending patents, two of which are related to artificial intelligence.

Tevogen Bio is driven by a team of highly experienced industry leaders and distinguished scientists with drug development and global product launch experience. Tevogen Bio’s leadership believes that accessible personalized therapeutics are the next frontier of medicine, and that disruptive business models are required to sustain medical innovation.

Forward Looking Statements

This press release contains certain forward-looking statements, including without limitation statements relating to: expectations regarding the healthcare and biopharmaceutical industries; Tevogen’s development of, the potential benefits of, and patient access to its product candidates for the treatment of infectious diseases, cancer and neurological disorders, including TVGN 489 for the treatment of COVID-19 and Long COVID; Tevogen’s ability to develop additional product candidates, including through use of Tevogen’s ExacTcell platform; the anticipated benefits of ExacTcell; expectations regarding Tevogen’s future clinical trials; Tevogen’s manufacturing plans; and Tevogen’s ability to generate revenue in the future. Forward-looking statements can sometimes be identified by words such as “may,” “could,” “would,” “expect,” “possible,” “potential,” “goal,” “opportunity,” “project,” “believe,” “future,” and similar words and expressions or their opposites. These statements are based on management’s expectations, assumptions, estimates, projections and beliefs as of the date of this presentation and are subject to a number of factors that involve known and unknown risks, delays, uncertainties and other factors not under the company’s control that may cause actual results, performance or achievements of the company to be materially different from the results, performance or other expectations expressed or implied by these forward-looking statements.

These factors include, but are not limited to: (i) the effect of the recent business combination with Semper Paratus Acquisition Corporation (the “Business Combination”) on Tevogen’s business relationships, operating results, and business generally; (ii) the outcome of any legal proceedings that may be instituted against Tevogen related to the Business Combination; (iii) changes in the markets in which Tevogen competes, including with respect to its competitive landscape, technology evolution, or regulatory changes; (iv) changes in domestic and global general economic conditions; (v) the risk that Tevogen may not be able to execute its growth strategies or may experience difficulties in managing its growth and expanding operations; (vi) the risk that Tevogen may not be able to develop and maintain effective internal controls; (vii) costs related to the Business Combination and the failure to realize anticipated benefits of the Business Combination; (viii) the failure to achieve Tevogen’s commercialization and development plans, and identify and realize additional opportunities, which may be affected by, among other things, competition, the ability of Tevogen to grow and manage growth economically and hire and retain key employees; (ix) the risk that Tevogen may fail to keep pace with rapid technological developments to provide new and innovative products and services or make substantial investments in unsuccessful new products and services; (x) the ability to develop, license or acquire new therapeutics; (xi) that Tevogen will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; (xii) the risk of regulatory lawsuits or proceedings relating to Tevogen’s business; (xiii) uncertainties inherent in the execution, cost, and completion of preclinical studies and clinical trials; (xiv) risks related to regulatory review, and approval and commercial development; (xv) risks associated with intellectual property protection; (xvi) Tevogen’s limited operating history; and (xvii) those factors discussed in Tevogen’s filings with the SEC and that that are contained in the Proxy Statement/Prospectus relating to the Business Combination.

You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Tevogen undertakes no obligation to update any forward-looking statements, except as required by applicable law.

Contacts

Tevogen Bio Communications
T: 1 877 TEVOGEN, Ext 701
Communications@Tevogen.com