TVGN Tevogen Bio Holdings Inc

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, following the recent elimination of $94.9 million in balance sheet liabilities, has entered into a definitive agreement for up to $50 million in financing. This formalizes the binding term sheet previously announced May 10, 2024.

Combined with this financing, Tevogen’s efficient and innovative business model is expected to support research and development, particularly focusing on TVGN 489 the company’s initial product from its ExacTcell™ technology platform, and to strengthen its IP portfolio, which currently includes 3 granted US patents, 9 pending US patent applications, and 12 ex-US patent applications.

The financing consists of a combination of a $36 million line of credit and a $14 million contingent private placement. The line of credit is available immediately and allows Tevogen Bio to access up to $1 million per month at an annual interest rate of the lower of (a) the daily SOFR plus 2.0% and (b) 7.0%, accruing quarterly and payable in common stock at an effective price of $1.50 per share. Draws can be made under the line of credit for up to 36 months. The maturity date of each draw will be four years after the draw, and principal amounts are payable in cash or in common stock. Prepayment will be permitted without penalty.

The private placement is available at the counterparty’s option after the trailing 10-day volume weighted average share price reaches $10 per share and would be priced at a 30% discount to that price. The private placement can also include any remaining available and undrawn amount of the line of credit.

“We are excited to finalize this agreement with a financing partner who shares our vison and are ready to deploy the funding as pragmatically as possible,” said Dr. Ryan Saadi, Tevogen Bio Founder and CEO. “We believe this financing together with our business model of efficient operations and innovative thinking will allow us to meaningfully expand our R&D efforts and investments in Tevogen AI. I’m pleased we are taking this significant step to help patients by providing affordable and accessible personalized T cell therapies for large patient populations.”

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 and twelve 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.

Forward Looking Statements

This press release contains certain forward-looking statements, including without limitation statements relating to: expectations regarding the benefits of the 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, 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 research and development and clinical trials; the healthcare and biopharmaceutical industries; 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: that Tevogen will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; 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; costs related to the Business Combination and the failure to realize anticipated benefits of the Business Combination; 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; 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 ability to develop, license or acquire new therapeutics; the risk of regulatory lawsuits or proceedings relating to Tevogen’s business; 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 associated with intellectual property protection; Tevogen’s limited operating history; and those factors discussed in Tevogen’s 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