Tevogen Inc NT 10-Q, filed May 16, 2024
Tevogen Inc. (TVGN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number: 001-41002
CUSIP Number: 88165K101
88165K119
| (Check one): | ☐ Form 10-K | ☐ Form 20-F | ☐ Form 11-K | ☒ Form 10-Q | ☐ Form 10-D | ☐ Form N-SAR |
| ☐ Form N-CSR |
| For Period Ended: March 31, 2024 |
| ☐ Transition Report on Form 10-K | |
| ☐ Transition Report on Form 20-F | |
| ☐ Transition Report on Form 11-K | |
| ☐ Transition Report on Form 10-Q | |
| ☐ Transition Report on Form N-SAR | |
| For the Transition Period Ended: _______________ |
Read Instructions (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Not Applicable
PART I — REGISTRANT INFORMATION
| Tevogen Bio Holdings Inc. |
| Full Name of Registrant |
| Former Name if Applicable |
| 15 Independence Boulevard, Suite #410 |
| Address of Principal Executive Office (Street and Number) |
| Warren, New Jersey 07059 |
| City, State and Zip Code |
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense | |
| ☒ | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Tevogen Bio Holdings Inc., a Delaware corporation (the “Company”) was unable to file, without unreasonable effort and expense, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (the “Q1 Form 10-Q”), with the Securities and Exchange Commission (the “SEC”) within the prescribed time period. The Company (formerly known as Semper Paratus Acquisition Corporation) consummated its previously announced business combination (the “Business Combination”) with Tevogen Bio Inc on February 14, 2024. As previously disclosed on Form 12b-25 dated April 2, 2024, due to the timing of the Business Combination, the Company without unreasonable effort or expense, was unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Form 10-K”) within the prescribed time period, and the Company filed the 2023 Form 10-K on April 29, 2024. Due to the additional time needed to complete and file the 2023 Form 10-K, and the substantial amount of resources and procedures and the complexity of accounting associated with the Q1 Form 10-Q, the Company requires additional time to prepare the financial statements and the accompanying notes disclosed in the Q1 Form 10-Q. The Company will continue to report in its Q1 Form 10-Q (i) material weaknesses related to its internal controls over financial reporting and (ii) that substantial doubt exists about its ability to continue as a going concern for one year from the date that the unaudited consolidated financial statements are anticipated to be issued. The Company plans to file the Q1 Form 10-Q with the SEC as soon as practicable, and no later than the fifth calendar day following the prescribed due date, in accordance with Rule 12b-25.
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
| Ryan Saadi | 877 | 838-6436 | ||
| (Name) | (Area Code) | (Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). |
☒ Yes ☐ No
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
☒ Yes ☐ No
The Company anticipates that significant changes in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the Q1 Form 10-Q. The Company expects to report net income for the three months ended March 31, 2024, as compared to a net loss of approximately $31 million for the three months ended March 31, 2023. This change is attributable primarily to a change in the change in fair value of convertible promissory notes to an approximate $48 million decrease in fair value in the three months ended March 31, 2024, as compared to an approximate $28 million increase in fair value in the three months ended March 31, 2023, due to the timing of the settlement of the convertible promissory notes upon the closing of the Business Combination, partially offset by an approximate $26 million increase in loss from operations and approximately $3 million of transaction costs in connection with the Business Combination in the three months ended March 31, 2024. The increase in loss from operations was primarily as a result of non-cash, stock-based compensation expense of approximately $25 million recognized when the liquidity event condition contained in certain stock-based awards was satisfied upon the closing of the Business Combination.
The Company is in the process of completing the preparation, and the Company and its new independent registered public accounting firm are in the process of completing the review, of the Company’s financial statements as of and for the quarter ended March 31, 2024. Accordingly, the foregoing expectations are preliminary, unaudited, and subject to change in connection with the completion of the reporting process and preparation of the Company’s financial statements, and actual results may vary significantly from the foregoing expectations.
Cautionary Note Regarding Forward-Looking Statements
This Form 12b-25 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “plan,” “will,” “anticipate,” “expect” and similar terms and phrases are used in this Form 12b-25 to identify forward-looking statements, including statements regarding the Company’s ability to file the Q1 Form 10-Q within the time period prescribed by Rule 12b-25 and the Company’s expectations regarding its financial and business performance. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Annual Report on Form 10 -K for the fiscal year ended December 31, 2023, and other documents filed by the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements other than as required by applicable law. The Company does not give any assurance that it will achieve its expectations.
TEVOGEN BIO HOLDINGS INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date | May 16, 2024 | By | /s/ Ryan Saadi | |
Name: |
Ryan Saadi | |||
Title: |
Chief Executive Officer |
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
| ATTENTION |
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |