TVGN · Tevogen Bio Holdings Inc.

Represents a grant of restricted stock under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which vests in three equal installments upon the earlier of each of (i) the first anniversary of the grant date and the Issuer having aggregate revenue of $50 million since the grant date, (ii) the second anniversary of the grant date and the Issuer having aggregate revenue of $100 million since the grant date, and (ii) the third anniversary of the grant date and the Issuer having aggregate revenue of $150 million since the grant date, provided that the reporting person remains in service with the Issuer on the applicable vesting date.

Represents a grant of restricted stock under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which vests in three equal installments upon the earlier of each of (i) the first anniversary of the grant date and the Issuer having aggregate revenue of $50 million since the grant date, (ii) the second anniversary of the grant date and the Issuer having aggregate revenue of $100 million since the grant date, and (ii) the third anniversary of the grant date and the Issuer having aggregate revenue of $150 million since the grant date, provided that the reporting person remains in service with the Issuer on the applicable vesting date.

Represents a grant of restricted stock under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which vests in three equal installments upon the earlier of each of (i) the first anniversary of the grant date and the Issuer having aggregate revenue of $50 million since the grant date, (ii) the second anniversary of the grant date and the Issuer having aggregate revenue of $100 million since the grant date, and (ii) the third anniversary of the grant date and the Issuer having aggregate revenue of $150 million since the grant date, provided that the reporting person remains in service with the Issuer on the applicable vesting date.

Represents a grant of restricted stock under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which vests in three equal installments upon the earlier of each of (i) the first anniversary of the grant date and the Issuer having aggregate revenue of $50 million since the grant date, (ii) the second anniversary of the grant date and the Issuer having aggregate revenue of $100 million since the grant date, and (ii) the third anniversary of the grant date and the Issuer having aggregate revenue of $150 million since the grant date, provided that the reporting person remains in service with the Issuer on the applicable vesting date.

Represents a grant of restricted stock under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which vests in three equal installments upon the earlier of each of (i) the first anniversary of the grant date and the Issuer having aggregate revenue of $50 million since the grant date, (ii) the second anniversary of the grant date and the Issuer having aggregate revenue of $100 million since the grant date, and (ii) the third anniversary of the grant date and the Issuer having aggregate revenue of $150 million since the grant date, provided that the reporting person remains in service with the Issuer on the applicable vesting date.

Represents a grant of restricted stock under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which will vest ratably in four equal annual installments commencing on July 10, 2033, provided that the reporting person remains in service with the Issuer at such dates.

Represents a grant of restricted stock under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which vests in three equal installments upon the earlier of each of (i) the first anniversary of the grant date and the Issuer having aggregate revenue of $50 million since the grant date, (ii) the second anniversary of the grant date and the Issuer having aggregate revenue of $100 million since the grant date, and (ii) the third anniversary of the grant date and the Issuer having aggregate revenue of $150 million since the grant date, provided that the reporting person remains in service with the Issuer on the applicable vesting date.

The sales reported on this Form 4 were made solely to satisfy the payment of tax obligations relating to the vesting and subsequent settlement of restricted stock units. Such sales were not made at the discretion of the reporting person.

The price reported in Column 4 is a weighted average price. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) and (4) to this Form 4.

These shares were sold in multiple transactions at prices ranging from $6.39 to $6.74, inclusive.

The sales reported on this Form 4 were made solely to satisfy the payment of tax obligations relating to the vesting and subsequent settlement of restricted stock units. Such sales were not made at the discretion of the reporting person.

The price reported in Column 4 is a weighted average price. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) and (4) to this Form 4.

These shares were sold in multiple transactions at prices ranging from $7.25 to $7.33, inclusive.

The sales reported on this Form 4 were made solely to satisfy the payment of tax obligations relating to the vesting and subsequent settlement of restricted stock units. Such sales were not made at the discretion of the reporting person.

Represents a gift of 50,000 shares of common stock to Mount Bethel Volunteer Fire Company 1, which is a charitable entity.

Represents a gift of 230,000 shares of common stock to each of Shrimad Rajchandra Love and Care USA, Inc. and Warren Township Honorary P.B.A., Inc., which are charitable entities.

Represents a gift of 100,000 shares of common stock to Shrimad Rajchandra Love and Care USA, Inc. and 200,000 shares of common stock to Shrimad Rajchandra Mission Dharampur (USA), Inc., which are charitable entities.

Represents a gift of 10,000 shares of common stock to each of Opportunity Project, Inc. and Warren Township Honorary P.B.A., Inc., which are charitable entities.

Represents a grant of restricted stock under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which will vest ratably in four equal annual installments commencing on June 27, 2032, provided that the reporting person remains in service with the Issuer at such dates.

Represents a grant of restricted stock under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which will vest ratably in three equal annual installments commencing on June 27, 2030, provided that the reporting person remains in service with the Issuer at such dates.

Represents a grant of restricted stock under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which will vest ratably in three equal annual installments commencing on June 27, 2030, provided that the reporting person remains in service with the Issuer at such dates.

Represents a grant of restricted stock under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which will vest ratably in three equal annual installments commencing on June 27, 2030, provided that the reporting person remains in service with the Issuer at such dates.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.10 to $1.425, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

The sales reported on this Form 4 were made solely to satisfy the payment of tax obligations relating to the vesting and subsequent settlement of restricted stock units. Such sales were not made at the discretion of the reporting person.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.05 to $1.12, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

The sales reported on this Form 4 were made solely to satisfy the payment of tax obligations relating to the vesting and subsequent settlement of restricted stock units. Such sales were not made at the discretion of the Reporting Person.

The price reported in Column 4 is a weighted average price. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) through (5) to this Form 4.

These shares were sold in multiple transactions at prices ranging from $1.02 to $1.085, inclusive.

The sales reported on this Form 4 were made solely to satisfy the payment of tax obligations relating to the vesting and subsequent settlement of restricted stock units. Such sales were not made at the discretion of the Reporting Person.

The price reported in Column 4 is a weighted average price. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) through (5) to this Form 4.

These shares were sold in multiple transactions at prices ranging from $1.05 to $1.14, inclusive.

The sales reported on this Form 4 were made solely to satisfy the payment of tax obligations relating to the vesting and subsequent settlement of restricted stock units. Such sales were not made at the discretion of the Reporting Person.

The price reported in Column 4 is a weighted average price. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) through (5) to this Form 4.

These shares were sold in multiple transactions at prices ranging from $1.065 to $1.185, inclusive.

The sales reported on this Form 4 were made solely to satisfy the payment of tax obligations relating to the vesting and subsequent settlement of restricted stock units. Such sales were not made at the discretion of the Reporting Person.

The price reported in Column 4 is a weighted average price. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) through (5) to this Form 4.

These shares were sold in multiple transactions at prices ranging from $1.06 to $1.19, inclusive.

The sales reported on this Form 4 were made solely to satisfy the payment of tax obligations relating to the vesting and subsequent settlement of restricted stock units. Such sales were not made at the discretion of the Reporting Person.

The price reported in Column 4 is a weighted average price. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) through (5) to this Form 4.

These shares were sold in multiple transactions at prices ranging from $1.16 to $1.29, inclusive.

The sales reported on this Form 4 were made solely to satisfy the payment of tax obligations relating to the vesting and subsequent settlement of restricted stock units. Such sales were not made at the discretion of the Reporting Person.

The price reported in Column 4 is a weighted average price. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) through (5) to this Form 4.

These shares were sold in multiple transactions at prices ranging from $1.27 to $1.32, inclusive.

Represents a grant of restricted stock units ("RSUs") under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan.

The RSUs, which were granted in recognition of the reporting person's past service on the Issuer's Board of Directors, vested in full immediately upon grant.

Represents a grant of restricted stock units ("RSUs") under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which will vest ratably in four equal annual installments beginning on January 1, 2025, provided that the reporting person remains in service with the Issuer at such dates. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

Represents a grant of restricted stock units ("RSUs") under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which will vest ratably in four equal annual installments beginning on January 1, 2025, provided that the reporting person remains in service with the Issuer at such dates. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

The RSUs will vest ratably in four equal annual installments beginning on January 1, 2025 provided that the reporting person remains in service with the Issuer at such dates. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

Represents a grant of restricted stock units ("RSUs") under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which will vest ratably in four equal annual installments beginning on January 1, 2025, provided that the reporting person remains in service with the Issuer at such dates. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

Represents a grant of restricted stock units ("RSUs") under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which will vest ratably in four equal annual installments beginning on January 1, 2025, provided that the reporting person remains in service with the Issuer at such dates. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

The sales reported on this Form 4 were made solely to satisfy the payment of tax obligations relating to the vesting and subsequent settlement on the transaction date of restricted stock units. Such sales were not made at the discretion of the Reporting Person.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.50 to $1.74, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

The price reported in Column 4 represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.7635 to $0.7671, inclusive. The reporting person undertakes to provide to Tevogen Bio Holdings Inc., any security holder of Tevogen Bio Holdings Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.

On February 14, 2024 (the "Effective Date"), pursuant to that certain Agreement and Plan of Merger, dated as of June 28, 2023, by and among the Issuer, Semper Merger Sub, Inc., and Tevogen Bio Inc ("Tevogen"), each restricted stock unit ("RSU") with respect to shares of Tevogen common stock (each a "Tevogen RSU") that was then unvested was automatically canceled and converted into an award under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan with respect to a number of RSUs to be settled in the common stock of the Issuer equal to the product, rounded up to the nearest whole number, of (i) the number of shares of Tevogen common stock subject to the Tevogen RSU as of immediately prior to the Effective Time, multiplied by (ii) approximately 4.8481.

On February 14, 2024, pursuant to that certain Agreement and Plan of Merger, dated as of June 28, 2023, by and among the Issuer, Semper Merger Sub, Inc., and Tevogen Bio Inc ("Tevogen"), each issued and outstanding share of common stock of Tevogen was automatically cancelled and converted into approximately 4.8481 shares of the common stock of the Issuer.

On the Effective Date, each RSU with respect to shares of Tevogen common stock (each a "Tevogen RSU") that was then unvested was automatically canceled and converted into an award under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan with respect to a number of RSUs to be settled in the common stock of the Issuer equal to the product, rounded up to the nearest whole number, of (i) the number of shares of Tevogen common stock subject to the Tevogen RSU as of immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio.

On February 14, 2024, pursuant to that certain Agreement and Plan of Merger, dated as of June 28, 2023, by and among the Issuer, Semper Merger Sub, Inc., and Tevogen Bio Inc ("Tevogen"), each issued and outstanding share of common stock of Tevogen was automatically cancelled and converted into approximately 4.8481 shares of the common stock of the Issuer.

On February 14, 2024 (the "Effective Date"), pursuant to that certain Agreement and Plan of Merger, dated as of June 28, 2023, by and among the Issuer, Semper Merger Sub, Inc., and Tevogen Bio Inc ("Tevogen"), each issued and outstanding share of common stock of Tevogen ("Tevogen common stock") was automatically cancelled and converted into approximately 4.8481 (the "Exchange Ratio") shares of the common stock of the Issuer.

On February 14, 2024 (the "Effective Date"), pursuant to that certain Agreement and Plan of Merger, dated as of June 28, 2023, by and among the Issuer, Semper Merger Sub, Inc., and Tevogen Bio Inc ("Tevogen"), each restricted stock unit ("RSU") with respect to shares of Tevogen common stock (each a "Tevogen RSU") that was then unvested was automatically canceled and converted into an award under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan with respect to a number of RSUs to be settled in the common stock of the Issuer equal to the product, rounded up to the nearest whole number, of (i) the number of shares of Tevogen common stock subject to the Tevogen RSU as of immediately prior to the Effective Time, multiplied by (ii) approximately 4.8481.

On February 14, 2024 (the "Effective Date"), pursuant to that certain Agreement and Plan of Merger, dated as of June 28, 2023, by and among the Issuer, Semper Merger Sub, Inc., and Tevogen Bio Inc ("Tevogen"), each restricted stock unit ("RSU") with respect to shares of Tevogen common stock (each a "Tevogen RSU") that was then unvested was automatically canceled and converted into an award under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan with respect to a number of RSUs to be settled in the common stock of the Issuer equal to the product, rounded up to the nearest whole number, of (i) the number of shares of Tevogen common stock subject to the Tevogen RSU as of immediately prior to the Effective Time, multiplied by (ii) approximately 4.8481.

On February 14, 2024, pursuant to that certain Agreement and Plan of Merger, dated as of June 28, 2023, by and among the Issuer, Semper Merger Sub, Inc., and Tevogen Bio Inc ("Tevogen"), each issued and outstanding share of common stock of Tevogen was automatically cancelled and converted into approximately 4.8481 shares of the common stock of the Issuer.

On February 14, 2024, pursuant to that certain Agreement and Plan of Merger, dated as of June 28, 2023, by and among the Issuer, Semper Merger Sub, Inc., and Tevogen Bio Inc ("Tevogen"), each issued and outstanding share of common stock of Tevogen was automatically cancelled and converted into approximately 4.8481 shares of the common stock of the Issuer.