TVGN 8-K
Tevogen Inc. (TVGN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 |
Exhibit 10.1
AMENDMENT No. 1
to the
LEASE AGREEMENT
(Hereinafter referred to as the “Lease”)
Between
MITSUI SUMITOMO INSURANCE COMPANY OF AMERICA
With Offices At
15 Independence Boulevard
Warren, New Jersey 07059
(Hereinafter referred to as “Landlord”)
And
Tevogen Bio Inc.
With Offices At
15 Independence Boulevard
Warren, New Jersey 07059
(Hereinafter referred to as “Tenant”)
WHEREAS, Landlord and Tenant entered into that certain Lease Agreement, dated as of February 1, 2022 (the “Original Lease”), pursuant to which the Landlord leased to Tenant, and Tenant leased from Landlord, approximately 6,708 rentable square feet (“RSF”) of space on the 4th floor of that certain office building located at 15 Independence Boulevard, Warren, New Jersey (the “Building”), as more particularly described in the Lease; and
WHEREAS, Tenant desires to relocate to different premises within the Building and extend the lease term, and Landlord is amenable to same, subject to the terms and conditions set forth in this First Amendment;
NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, Landlord and Tenant hereby agree as follows:
1. Defined Terms. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Original Lease.
2. Relocation Premises. Effective as of June 1, 2025 (the “Relocation Commencement Date”), Tenant shall relocate to and lease approximately 13,242 RSF on the 2nd floor (the “Relocated Premises”), as more particularly shown on Exhibit A attached hereto and made a part hereof. The lease of the existing 4th floor premises shall be deemed terminated and surrendered as of the Relocation Commencement Date, and Tenant shall have no further rights or obligations with respect thereto, except for those that expressly survive expiration or termination under the Original Lease. Tenant shall have access to the Relocated Premises beginning on May 27, 2025 for the purpose of installing FF&E and Tenant’s IT needs.
3. Lease Term. The term of the Lease shall be extended for seven (7) years from the current lease expiration date of February 28, 2026, resulting in a new expiration date of February 28, 2033 (the “Extended Term”).
5. Base Rent. Effective as of the Relocation Commencement Date, the Base Rent for the Relocation Premises shall be $24.75 per RSF, plus Tenant Electric, flat for the Term.
6. Base Rent Abatement. Tenant shall be entitled to one (1) month of Base Rent abatement applicable to the Relocation Premises only.
7. Landlord’s Work. Landlord shall provide new carpet and paint throughout the Relocation Premises, promptly after the full execution of this First Amendment.
8. Base Year. The Base Year shall remain unchanged from the Original Lease.
9. Broker. Tenant represents to Landlord that in connection with this First Amendment: (a) Tenant has not employed or dealt with any broker, agent, or finder, other than Newmark, and (b) no other broker, agent or finder is entitled to any commission or other payment. Tenant shall indemnify, defend, and hold harmless Landlord and its partners, members, shareholders, officers, directors, and agents, from and against any claims, demands, liabilities, causes of action, suits, judgments, damages and expenses (including reasonable attorneys’ fees) arising out of or relating to a claim by any broker, agent or finder, other than Newmark, claiming to have been engaged by Tenant.
10. Electronic Delivery. The parties agree that this First Amendment may be transmitted between them by email or via an electronic signature platform such as DocuSign, and intend that scanned signatures (such as, without limitation, scanned signatures in .pdf format) constitute original signatures, and that a scanned agreement containing the signatures (original or scanned) of all the parties is binding on the parties.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed by their respective representatives, each of whom warrants they have the authority to sign this First Amendment and bind their employer.
| MITSUI SUMITOMO INSURANCE COMPANY OF AMERICA | |||
| By: | /s/ Jeff Elefant | Mitsui Sumitomo Marine Management(USA), Inc.as Manager for and on behalf of Mitsui Sumitomo Insurance Company of America, a New York corporation | |
| Typed Name: | Jeff Elefant | ||
| Title: | VP Real Estate & Facilities | ||
| Date: | 5/30/2025 | ||
| TEVOGEN BIO INC. | |||
| By: | /s/ Kirti Desai | ||
| Typed Name: | Kirti Desai | ||
| Title: | Chief Financial Officer | ||
| Date: | 5/16/2025 | ||