Tevogen Bio’s Founding CEO, Ryan Saadi, Expresses Conviction in Company’s Growth Strategy and Reaffirms Newly Effective Form S-1 Does Not Relate to Previously Undisclosed New Issuance of Dilutive Securities
August 09 2024 - 11:00AM
Tevogen Bio Holdings Inc. (“Tevogen” or “Tevogen Bio”) (Nasdaq:
TVGN), a clinical-stage specialty immunotherapy biotech pioneer
developing off-the-shelf, genetically unmodified T cell
therapeutics in oncology, neurology, and virology, filed a
Registration Statement on Form S-1 (File No. 333-280414) on June
21, 2024, which was declared effective by the Securities and
Exchange Commission on August 2, 2024, to register the issuance of
earnout shares and shares underlying outstanding warrants to
purchase the Company’s common stock as well as the resale of shares
and warrants by existing securityholders. Today, Tevogen Bio
reaffirms that the registration statement does not relate to any
previously undisclosed new issuances of dilutive securities.
Dr. Saadi stated, “Given the recent volatility across broader
stock market indices as well as in Tevogen stock, I want to express
management’s conviction in the company’s strategy and outlook. Our
ultimate objective of helping patients and doctors by providing
affordable and accessible therapies remains unwavering. Our
efficient business model uniquely underscores this objective. I
anticipate the company’s most recent financing, for up to $50
million, which finalized in July, will allow us to continue to fund
existing operations into the future.”
Tevogen’s registration statement relates to the issuance of
shares of common stock upon the exercise of previously disclosed
warrants and upon the achievement of stock price thresholds
pursuant to previously disclosed earnout provisions contained in
the merger agreement relating to the business combination between
Semper Paratus Acquisition Corporation (n/k/a Tevogen Bio Holdings
Inc.) and Tevogen Bio Inc. The warrants, which have an exercise
price of $11.50 per share, were originally issued by Semper Paratus
Acquisition Corporation in 2021. The earnout shares, which require
Tevogen’s common stock to reach a threshold price of at least
$15.00 per share over a specified time period to trigger any
issuance, were previously registered on the Registration Statement
on Form S-4 (File No. 333-274519) originally filed with the
Securities and Exchange Commission on September 14, 2023.
In addition, the registration statement relates to the resale by
selling securityholders of warrants and shares of common stock that
were issued or are issuable in connection with previously disclosed
issuances of securities by the Company.
About Tevogen Bio
Tevogen 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, nine pending US and twelve ex-US pending patents,
two of which are related to artificial intelligence.
Tevogen is driven by a team of highly experienced industry
leaders and distinguished scientists with drug development and
global product launch experience. Tevogen’s leadership believes
that accessible personalized therapeutics are the next frontier of
medicine, and that disruptive business models are required to
sustain medical innovation.
No Offer or Solicitation
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor will there be
any sale of securities in any states or jurisdictions in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act of
1933, as amended.
Forward-Looking Statements
This press release contains certain forward-looking statements,
including without limitation statements relating to: statements
about the adequacy and use of proceeds from Tevogen’s recent
financing; 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; Tevogen’s
ability to develop additional product candidates; expectations
regarding Tevogen’s future clinical trials; expectations regarding
the healthcare and biopharmaceutical industries; and Tevogen’s
efforts to enhance shareholder value. Forward-looking statements
can sometimes be identified by words such as “may,” “could,”
“would,” “expect,” “anticipate,” “continue,” “possible,”
“potential,” “goal,” “opportunity,” “outlook,” “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 press release 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.
Factors that could cause actual results, performance, or
achievements to differ from those expressed or implied by
forward-looking statements include, but are not limited to: the
challenges inherent in increasing shareholder value; uncertainty as
to whether and to what extent Tevogen will pursue a share
repurchase, if at all; the difficulties with and competition in
developing AI technology; potential sales of a substantial number
of Tevogen’s securities in the public market; the ability to regain
and maintain compliance with Nasdaq’s listing requirements; that
Tevogen will need to raise additional capital to execute its
business plan, which may not be available on acceptable terms or at
all; uncertainties inherent in the execution, cost, and completion
of preclinical studies and clinical trials; risks related to
regulatory review, and approval and commercial development; risks
related to the ability to develop, license, or acquire new
therapeutics; 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; the outcome of any legal proceedings that may
be instituted against Tevogen related to the Business Combination;
changes in the markets in which Tevogen competes, including with
respect to its competitive landscape, technology evolution, or
regulatory changes; changes in domestic and global general economic
conditions; the risk that Tevogen may not be able to execute its
growth strategies or may experience difficulties in managing its
growth and expanding operations; the risk that Tevogen may not be
able to develop and maintain effective internal controls; costs
related to the Business Combination and the failure to realize
anticipated benefits of the Business Combination; 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; 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; the risk of regulatory
lawsuits or proceedings relating to Tevogen’s business; risks
associated with intellectual property protection; Tevogen’s limited
operating history; and those factors discussed or incorporated by
reference in Tevogen’s registration statement on Form S-1 filed
with the SEC on June 21, 2024, Annual Report on Form 10-K, and
other filings with the SEC.
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 CommunicationsT: 1 877 TEVOGEN, Ext 701
Communications@Tevogen.com
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