Tevogen, Semper Paratus Acquisition enter merger agreement

Tevogen Bio and Semper Paratus Acquisition announced the execution of a merger agreement. Upon closing of the merger, the combined company will be named Tevogen Bio Holdings. Tevogen Holdings common stock and warrants are expected to be listed on the NYSE under the new ticker symbol “TVGN”. Tevogen Bio is currently focused on developing its pipeline using its precision T cell platform, ExacTcell. ExacTcell is a product development toolkit that utilizes CD8+ Cytotoxic T Lymphocytes, also known as Killer T Cells, one of nature’s most powerful weapons against cancer and infection. Unlike currently available genetically engineered T cell therapies, the ExacTcell approach is based on careful selection of naturally occurring T cells that recognize targets of interest from the body’s native T cell receptor pool and is designed to provide enhanced safety. CD8+ CTLs in ExacTcell-based products also target multiple and distinct antigens to overcome potential mutational challenges. Tevogen Bio’s lead product is TVGN 489, an allogeneic, genetically unmodified T cell therapy for the treatment of COVID-19 in highly vulnerable patient populations, such as the immune-compromised, elderly, and infirm, along with potential applications in Long COVID treatment and prevention. Tevogen Bio has completed a proof-of-concept clinical trial for TVGN 489, showing positive results, including no dose-limiting toxicities or significant adverse events related to TVGN 489 observed in any patient at any dose level. TVGN 489 has not been observed to be compromised by any COVID-19 variant to date. Upon completion of the Transaction, Tevogen Bio will be pursuing several late-stage clinical trials, expanding manufacturing capacity, and expediting the development of products targeting life-threatening viral infections, several viral-induced and non-viral-induced common cancers, and multiple sclerosis. Following the closing of the Transaction, Dr. Ryan Saadi, MD, MPH, will serve as the CEO and Chairman of the Board of Directors of Tevogen Holdings. The Board of Directors of Tevogen Holdings is also expected to include Professor Curtis Patton, Susan Podlogar, Victor Sordillo, Lindee Goh, Suren Ajjarapu, and Jeffrey Feike. The Transaction was unanimously approved by the boards of directors of all parties, at an expected combined pro forma enterprise value of approximately $1.2 billion. In connection with the Transaction, Semper Paratus will migrate out of the Cayman Islands, domesticate as a Delaware corporation, and rename itself Tevogen Bio Holdings Inc., and Tevogen Bio will merge with and into a newly formed wholly owned subsidiary of Tevogen Holdings. Additionally, the Transaction includes a contingent earnout in the form of additional equity in Tevogen Holdings payable to the Tevogen Bio stockholders and Semper Paratus’ sponsor. The Transaction is expected to be completed in the fourth quarter of 2023, subject to, among other things, receipt of applicable governmental, regulatory, and third-party approvals, satisfaction of minimum closing net tangible asset and cash requirements, and the satisfaction or waiver of other customary closing conditions.