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Tevogen Bio Inc. and Semper Paratus Acquisition Corporation Announce Effectiveness of Registration Statement for Business Combination The pro forma equity value of the portion of the combined company attributable to Tevo

Key Takeaway: Tevogen Bio Inc. and Semper Paratus Acquisition Corporation have announced the effectiveness of their registration statement for a business combination, with an anticipated equity value of $1.2 billion attributable to Tevogen stockholders. The transaction aims to close after shareholder approvals. Upon completion, Tevogen Bio will be renamed Tevogen Bio Holdings Inc. The CEOs of both companies express optimism about the merger's potential to create accessible therapeutic solutions, although the announcement also outlines several risks related to its completion and market reactions.

Market Sentiment Analysis

POSITIVE FACTORS

  • The business combination is expected to have a pro forma equity value of $1.2 billion.
  • Tevogen Bio is focused on affordability combined with advanced science, aiming for sustainable success.
  • The company is positioned to become the first life science company offering affordable personalized T cell therapies.

CONCERNS & RISKS

  • Completion of the transaction is contingent upon shareholder approvals and satisfaction of various conditions.
  • There are potential risks related to the transaction's timeliness and market conditions which could impact the deal.

Full Press Release Details

Bio Inc. and Semper Paratus Acquisition Corporation Announce Effectiveness of Registration
Statement for Business Combination
The pro forma equity value of the portion of the combined company attributable to Tevogen Bio Inc ("Tevogen Bio") stockholders is an expected $1.2 billion.
Tevogen Bio is an advanced-stage specialty immunotherapy biotech pioneer developing off-the-shelf, genetically unmodified T cell therapeutics in virology, oncology, and neurology.
York, NY, January 5, 2024 (GLOBE NEWSWIRE) - Tevogen Bio Inc ("Tevogen Bio"), an advanced-stage specialty immunotherapy
biotech pioneer and Semper Paratus Acquisition Corporation ("Semper Paratus") (Nasdaq: LGST, LGSTW), a publicly-traded special
purpose acquisition company, today announced that the Securities and Exchange Commission ("SEC") has declared effective the
registration statement on Form S-4 (the "Registration Statement") filed by Semper Paratus in connection with Tevogen Bio
and Semper Paratus's previously announced proposed business combination (the "Business Combination" or the "Transaction").
Paratus will hold an extraordinary general meeting of its stockholders (the "Special Meeting") at which shareholders will
be asked to consider and vote upon proposals to approve the Business Combination and related matters. The Business Combination is expected
to close shortly after the Special Meeting, subject to shareholder approvals and the satisfaction or waiver of the conditions in the
business combination agreement and other customary closing conditions. Upon closing of the Business Combination, the post-closing combined
company will be renamed Tevogen Bio Holdings Inc.
Saadi, Chief Executive Officer of Tevogen Bio, commented, "We believe Tevogen's patient-centric approach, which merges a
focus on affordability with advanced science, is a blueprint for sustainable success in the current era of healthcare. I am pleased that,
upon the closure of this transaction, investors will have the opportunity to participate in Tevogen's mission to become the very
first life science company offering commercially attractive and affordable personalized T cell therapies for large patient populations
in virology, oncology, and neurology."
Ajjarapu, Chief Executive Officer of Semper Paratus, added, "Since its inception, Tevogen's achievements have underscored
the potential of its disruptive business model to achieve a shorter path to revenue compared to the industry average. With the receipt
of notice from the SEC confirming the effectiveness of our registration statement, we are excited to have cleared a key milestone for
the Transaction, which will see Tevogen become a publicly traded company with the opportunity to realize its full potential and enhance
value for our stockholders."
Bio and Semper Paratus previously announced, on June 29, 2023, their execution of a definitive business combination agreement. The pro
forma equity value of the portion of the combined company attributable to Tevogen stockholders is an expected $1.2 billion.
Bio 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.
Bio is driven by a team of highly experienced industry leaders and distinguished scientists with drug development and global product
launch experience. Tevogen Bio's leadership believes that accessible personalized therapeutics are the next frontier of medicine,
and that disruptive business models are required to sustain medical innovation.
Paratus is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization, or similar business combination with one or more businesses. Its principals possess public and private
market investing experience and operational knowledge to bring value added benefits to Tevogen Bio. The Semper Paratus team has substantial
experience investing in and operating businesses in multiple sectors, as well as a significant long-term track record in creatively structuring
transactions to unlock and maximize value.
press release contains certain statements that are not historical facts and are forward-looking statements within the meaning of the
federal securities laws with respect to the Transaction between Semper Paratus and Tevogen Bio, including without limitation statements
regarding the anticipated benefits of the Transaction, the anticipated timing of the Transaction, the implied enterprise value, future
financial condition and performance of Tevogen Bio and the combined company after the closing and expected financial impacts of the Transaction,
the satisfaction of closing conditions to the Transaction, the level of redemptions of Semper Paratus' public shareholders and
the product candidates, products, markets, and expected future performance and market opportunities of Tevogen Bio. These forward-looking
statements generally are identified by the words "believe," "project," "expect," "anticipate,"
"estimate," "intend," "think," "strategy," "future," "opportunity,"
"potential," "plan," "seeks," "may," "should," "will," "would,"
"will be," "will continue," "will likely result," and similar expressions, but the absence of these
words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.
forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as,
a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many factors could cause actual future events to differ materially from the
forward-looking statements in this communication, including but not limited to: (i) the risk that the Transaction may not be completed
by Semper Paratus' business combination deadline, otherwise in a timely manner, or at all, which may adversely affect the price
of Semper Paratus' securities; (ii) the failure to satisfy the conditions to the consummation of the Transaction, including the
approval of the Merger Agreement by the shareholders of Semper Paratus, the satisfaction of the minimum cash at closing requirements,
including as a result of any redemptions by Semper Paratus' shareholders, and the receipt of certain governmental, regulatory and
third party approvals; (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the
Merger Agreement; (iv) redemptions exceeding anticipated levels or the failure to meet stock exchange listing standards
in connection with the consummation of the Transaction; (v) the effect of the announcement or pendency of the Transaction on Tevogen
Bio's business relationships, operating results, and business generally; (vi) risks that the Transaction disrupts current plans
and operations of Tevogen Bio; (vii) the outcome of any legal proceedings that may be instituted against Tevogen Bio or against Semper
Paratus related to the Merger Agreement or the Transaction ; (viii) changes in the markets in which Tevogen Bio competes, including with
respect to its competitive landscape, technology evolution, or regulatory changes; (ix) changes in domestic and global general economic
conditions; (x) the risk that Tevogen Bio may not be able to execute its growth strategies, or may experience difficulties in managing
its growth and expanding operations; (xi) risks related to the COVID-19 pandemic and response, including supply chain disruptions; (xii)
the risk that Tevogen Bio may not be able to develop and maintain effective internal controls; (xiii) costs related to the Transaction
and the failure to realize anticipated benefits of the Transaction or to realize estimated pro forma results and underlying assumptions,
including with respect to estimated shareholders redemptions; (xiv) the failure to recognize the anticipated benefits of the Transaction
and to achieve Tevogen Bio's commercialization and development plans, and identify and realize additional opportunities, which
may be affected by, among other things, competition, the ability of Tevogen Bio to grow and manage growth economically and hire and retain
key employees; (xv) the risk that Tevogen Bio 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; (xvi) risks related to the ability to
develop, license or acquire new therapeutics; (xvii) the risk that Tevogen Bio will need to raise additional capital to execute its business
plan, which may not be available on acceptable terms or at all; (xviii) the risk of product liability or regulatory lawsuits or proceedings
relating to Tevogen Bio's business; (xix) uncertainties inherent in the execution, cost, and completion of preclinical studies
and clinical trials; (xx) risks related to regulatory review, and approval and commercial development; (xxi) risks associated with intellectual
property protection; (xxii) Tevogen Bio's limited operating history; and (xxiii) those factors discussed in Semper Paratus'
filings with the SEC and that that are contained in the preliminary proxy statement/prospectus relating to the Transaction.
foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties
that are or will be described in the "Risk Factors" section of the preliminary proxy statement/prospectus and the amendments
thereto, the definitive proxy statement/prospectus, and other documents to be filed by Semper Paratus 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 while Tevogen Bio and Semper Paratus may elect to update these
forward-looking statements at some point in the future, they assume no obligation to update or revise these forward-looking statements,
whether as a result of new information, future events or otherwise, except as required by applicable law. Neither of Tevogen Bio or Semper
Paratus gives any assurance that Tevogen Bio or Semper Paratus, or the combined company, will achieve its expectations. These forward-looking
statements should not be relied upon as representing Semper Paratus' or Tevogen Bio's assessments as of any date subsequent
to the date of this press release.
Information and Where to Find It
connection with the Merger Agreement and the Transaction, Semper Paratus has filed relevant materials with the SEC, including a registration
statement on Form S-4 (the "Form S-4"), which includes a preliminary proxy statement/prospectus of Semper Paratus, and will
file other documents regarding the Transaction with the SEC. This communication is not intended to be, and is not, a substitute for the
proxy statement/prospectus or any other document that Semper Paratus has filed or may file with the SEC in connection with the Transaction.
Semper Paratus shareholders and other interested persons are advised to read the Form S-4, the preliminary proxy statement/prospectus
and the amendments thereto, the definitive proxy statement/prospectus, when it becomes available, and documents incorporated by reference

Frequently Asked Questions

What is the pro forma equity value for Tevogen Bio stockholders?

The pro forma equity value attributable to Tevogen Bio stockholders is expected to be $1.2 billion.

What type of therapies does Tevogen Bio develop?

Tevogen Bio develops off-the-shelf, genetically unmodified T cell therapeutics for virology, oncology, and neurology.

What is the purpose of Semper Paratus Acquisition Corporation?

Semper Paratus is a special purpose acquisition company intended to merge with or acquire other businesses.

When will the business combination close?

The business combination is expected to close shortly after the Special Meeting, pending approvals.

What does Tevogen's leadership believe about personalized therapeutics?

Tevogen's leadership believes accessible personalized therapeutics represent the next frontier of medicine.

Last updated: Jan 5, 2024