TVGN

SEC source: 0001123292-26-001313 · form4.xml · nonDerivative · entry 1

Saadi Ryan H. · CIK 0002011728 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 11,705,689

F1 · shares: Represents a grant of restricted stock under the Tevogen Inc. (the "Company") 2024 Omnibus Incentive Plan, which will vest only upon written certification by the Company's Board of Directors that the Company has achieved $1.0 billion in aggregate revenue during the period from September 14, 2026 through September 30, 2031 (the "Performance Period"). The shares will automatically be forfeited in the event such revenue threshold is not met during Performance Period, upon termination of the Reporting Person's service with the Company for any reason, if it is determined that the Reporting Person has engaged in certain misconduct or competitive activities with the Company, in the event of transfer or attempted transfer prior to vesting, or if the award is not assumed in connection with a change in control.

SEC source: 0001123292-26-001312 · form4.xml · nonDerivative · entry 1

Desai Kirti · CIK 0002011765 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 992,983

F1 · shares: Represents a grant of restricted stock under the Tevogen Inc. (the "Company") 2024 Omnibus Incentive Plan, which will vest only upon written certification by the Company's Board of Directors that the Company has achieved $1.0 billion in aggregate revenue during the period from September 14, 2026 through September 30, 2031 (the "Performance Period"). The shares will automatically be forfeited in the event such revenue threshold is not met during Performance Period, upon termination of the Reporting Person's service with the Company for any reason, if it is determined that the Reporting Person has engaged in certain misconduct or competitive activities with the Company, in the event of transfer or attempted transfer prior to vesting, or if the award is not assumed in connection with a change in control.

SEC source: 0001123292-26-001307 · form4.xml · nonDerivative · entry 1

Goh Keow Lin · CIK 0002011759 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 123,678

F1 · shares: Represents a grant of restricted stock under the Tevogen Inc. 2024 Omnibus Incentive Plan, which will vest ratably in three equal annual installments commencing on September 11, 2027, provided that the reporting person remains in service with the Issuer at such dates.

SEC source: 0001123292-26-001306 · form4.xml · nonDerivative · entry 1

PODLOGAR SUSAN M · CIK 0001709959 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 123,678

F1 · shares: Represents a grant of restricted stock under the Tevogen Inc. 2024 Omnibus Incentive Plan, which will vest ratably in three equal annual installments commencing on September 11, 2027, provided that the reporting person remains in service with the Issuer at such dates.

SEC source: 0001123292-26-001305 · form4.xml · nonDerivative · entry 1

Sordillo Victor J. · CIK 0002011733 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 126,539

F1 · shares: Represents a grant of restricted stock under the Tevogen Inc. 2024 Omnibus Incentive Plan, which will vest ratably in three equal annual installments commencing on September 11, 2027, provided that the reporting person remains in service with the Issuer at such dates.

SEC source: 0001123292-26-001304 · form4.xml · nonDerivative · entry 1

Feike Jeffrey L. · CIK 0002011766 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 131,435

F1 · shares: Represents a grant of restricted stock under the Tevogen Inc. 2024 Omnibus Incentive Plan, which will vest ratably in three equal annual installments commencing on September 11, 2027, provided that the reporting person remains in service with the Issuer at such dates.

SEC source: 0001123292-26-001303 · form4.xml · nonDerivative · entry 1

Patton Curtis L. · CIK 0002011753 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 139,192

F1 · shares: Represents a grant of restricted stock under the Tevogen Inc. 2024 Omnibus Incentive Plan, which will vest ratably in three equal annual installments commencing on September 11, 2027, provided that the reporting person remains in service with the Issuer at such dates.

SEC source: 0001123292-26-000995 · form4.xml · nonDerivative · entry 1

Saadi Ryan H. · CIK 0002011728 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 3,705,689

F1 · shares: Represents a grant of restricted stock under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which will vest ratably in four equal annual installments commencing on July 10, 2033, provided that the reporting person remains in service with the Issuer at such dates.

SEC source: 0001123292-26-000996 · form4.xml · nonDerivative · entry 1

Sordillo Victor J. · CIK 0002011733 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 51,539

F1 · shares: Represents a grant of restricted stock under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which vests in three equal installments upon the earlier of each of (i) the first anniversary of the grant date and the Issuer having aggregate revenue of $50 million since the grant date, (ii) the second anniversary of the grant date and the Issuer having aggregate revenue of $100 million since the grant date, and (ii) the third anniversary of the grant date and the Issuer having aggregate revenue of $150 million since the grant date, provided that the reporting person remains in service with the Issuer on the applicable vesting date.

SEC source: 0001123292-26-000993 · form4.xml · nonDerivative · entry 1

Patton Curtis L. · CIK 0002011753 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 64,192

F1 · shares: Represents a grant of restricted stock under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which vests in three equal installments upon the earlier of each of (i) the first anniversary of the grant date and the Issuer having aggregate revenue of $50 million since the grant date, (ii) the second anniversary of the grant date and the Issuer having aggregate revenue of $100 million since the grant date, and (ii) the third anniversary of the grant date and the Issuer having aggregate revenue of $150 million since the grant date, provided that the reporting person remains in service with the Issuer on the applicable vesting date.

SEC source: 0001123292-26-000992 · form4.xml · nonDerivative · entry 1

Goh Keow Lin · CIK 0002011759 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 48,678

F1 · shares: Represents a grant of restricted stock under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which vests in three equal installments upon the earlier of each of (i) the first anniversary of the grant date and the Issuer having aggregate revenue of $50 million since the grant date, (ii) the second anniversary of the grant date and the Issuer having aggregate revenue of $100 million since the grant date, and (ii) the third anniversary of the grant date and the Issuer having aggregate revenue of $150 million since the grant date, provided that the reporting person remains in service with the Issuer on the applicable vesting date.

SEC source: 0001123292-26-000991 · form4.xml · nonDerivative · entry 1

Feike Jeffrey L. · CIK 0002011766 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 56,435

F1 · shares: Represents a grant of restricted stock under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which vests in three equal installments upon the earlier of each of (i) the first anniversary of the grant date and the Issuer having aggregate revenue of $50 million since the grant date, (ii) the second anniversary of the grant date and the Issuer having aggregate revenue of $100 million since the grant date, and (ii) the third anniversary of the grant date and the Issuer having aggregate revenue of $150 million since the grant date, provided that the reporting person remains in service with the Issuer on the applicable vesting date.

SEC source: 0001123292-26-000990 · form4.xml · nonDerivative · entry 1

Desai Kirti · CIK 0002011765 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 242,983

F1 · shares: Represents a grant of restricted stock under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which vests in three equal installments upon the earlier of each of (i) the first anniversary of the grant date and the Issuer having aggregate revenue of $50 million since the grant date, (ii) the second anniversary of the grant date and the Issuer having aggregate revenue of $100 million since the grant date, and (ii) the third anniversary of the grant date and the Issuer having aggregate revenue of $150 million since the grant date, provided that the reporting person remains in service with the Issuer on the applicable vesting date.

SEC source: 0001123292-26-000994 · form4.xml · nonDerivative · entry 1

PODLOGAR SUSAN M · CIK 0001709959 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 48,678

F1 · shares: Represents a grant of restricted stock under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which vests in three equal installments upon the earlier of each of (i) the first anniversary of the grant date and the Issuer having aggregate revenue of $50 million since the grant date, (ii) the second anniversary of the grant date and the Issuer having aggregate revenue of $100 million since the grant date, and (ii) the third anniversary of the grant date and the Issuer having aggregate revenue of $150 million since the grant date, provided that the reporting person remains in service with the Issuer on the applicable vesting date.

SEC source: 0001123292-26-000465 · form4.xml · nonDerivative · entry 3

Flomenberg Neal · CIK 0002011757 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 76,940

F1 · kind: The sales reported on this Form 4 were made solely to satisfy the payment of tax obligations relating to the vesting and subsequent settlement of restricted stock units. Such sales were not made at the discretion of the reporting person.

F2 · price: The price reported in Column 4 is a weighted average price. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) and (4) to this Form 4.

F4 · price: These shares were sold in multiple transactions at prices ranging from $6.39 to $6.74, inclusive.

SEC source: 0001123292-26-000465 · form4.xml · nonDerivative · entry 2

Flomenberg Neal · CIK 0002011757 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 77,441

F1 · kind: The sales reported on this Form 4 were made solely to satisfy the payment of tax obligations relating to the vesting and subsequent settlement of restricted stock units. Such sales were not made at the discretion of the reporting person.

F2 · price: The price reported in Column 4 is a weighted average price. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) and (4) to this Form 4.

F3 · price: These shares were sold in multiple transactions at prices ranging from $7.25 to $7.33, inclusive.

SEC source: 0001123292-26-000465 · form4.xml · nonDerivative · entry 1

Flomenberg Neal · CIK 0002011757 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 77,893

F1 · kind: The sales reported on this Form 4 were made solely to satisfy the payment of tax obligations relating to the vesting and subsequent settlement of restricted stock units. Such sales were not made at the discretion of the reporting person.

SEC source: 0001123292-25-000765 · form4.xml · nonDerivative · entry 1

Saadi Ryan H. · CIK 0002011728 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 124,284,453.322

F1 · kind: Represents a gift of 50,000 shares of common stock to Mount Bethel Volunteer Fire Company 1, which is a charitable entity.

SEC source: 0001123292-25-000755 · form4.xml · nonDerivative · entry 1

Saadi Ryan H. · CIK 0002011728 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 124,334,453.322

F1 · kind: Represents a gift of 230,000 shares of common stock to each of Shrimad Rajchandra Love and Care USA, Inc. and Warren Township Honorary P.B.A., Inc., which are charitable entities.

SEC source: 0001123292-25-000757 · form4.xml · nonDerivative · entry 1

Desai Kirti · CIK 0002011765 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 10,149,186

F1 · kind: Represents a gift of 100,000 shares of common stock to Shrimad Rajchandra Love and Care USA, Inc. and 200,000 shares of common stock to Shrimad Rajchandra Mission Dharampur (USA), Inc., which are charitable entities.

SEC source: 0001062993-25-014586 · form4.xml · nonDerivative · entry 1

Saadi Ryan H. · CIK 0002011728 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 124,794,453.322

F1 · kind: Represents a gift of 10,000 shares of common stock to each of Opportunity Project, Inc. and Warren Township Honorary P.B.A., Inc., which are charitable entities.

SEC source: 0001062993-25-012333 · form4.xml · nonDerivative · entry 1

Saadi Ryan H. · CIK 0002011728 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 124,814,453.322

F1 · shares: Represents a grant of restricted stock under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which will vest ratably in four equal annual installments commencing on June 27, 2032, provided that the reporting person remains in service with the Issuer at such dates.

SEC source: 0001062993-25-012329 · form4.xml · nonDerivative · entry 1

Flomenberg Neal · CIK 0002011757 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 3,895,608

F1 · shares: Represents a grant of restricted stock under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which will vest ratably in three equal annual installments commencing on June 27, 2030, provided that the reporting person remains in service with the Issuer at such dates.

SEC source: 0001062993-25-012331 · form4.xml · nonDerivative · entry 1

Khan Sadiq · CIK 0002011764 · Chief Commercial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,169,618

F1 · shares: Represents a grant of restricted stock under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which will vest ratably in three equal annual installments commencing on June 27, 2030, provided that the reporting person remains in service with the Issuer at such dates.

SEC source: 0001062993-25-012327 · form4.xml · nonDerivative · entry 1

Desai Kirti · CIK 0002011765 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 10,449,186

F1 · shares: Represents a grant of restricted stock under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which will vest ratably in three equal annual installments commencing on June 27, 2030, provided that the reporting person remains in service with the Issuer at such dates.

SEC source: 0001062993-25-011293 · form4.xml · nonDerivative · entry 1

Saadi Ryan H. · CIK 0002011728 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 116,814,453.322

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.10 to $1.425, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

SEC source: 0001062993-25-005533 · form4.xml · nonDerivative · entry 1

Flomenberg Neal · CIK 0002011757 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 3,595,608

F1 · kind: The sales reported on this Form 4 were made solely to satisfy the payment of tax obligations relating to the vesting and subsequent settlement of restricted stock units. Such sales were not made at the discretion of the reporting person.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.05 to $1.12, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

SEC source: 0001062993-25-005198 · form4.xml · nonDerivative · entry 3

Flomenberg Neal · CIK 0002011757 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 3,828,576

F1 · kind: The sales reported on this Form 4 were made solely to satisfy the payment of tax obligations relating to the vesting and subsequent settlement of restricted stock units. Such sales were not made at the discretion of the Reporting Person.

F2 · price: The price reported in Column 4 is a weighted average price. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) through (5) to this Form 4.

F5 · price: These shares were sold in multiple transactions at prices ranging from $1.02 to $1.085, inclusive.

SEC source: 0001062993-25-005198 · form4.xml · nonDerivative · entry 2

Flomenberg Neal · CIK 0002011757 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 3,898,828

F1 · kind: The sales reported on this Form 4 were made solely to satisfy the payment of tax obligations relating to the vesting and subsequent settlement of restricted stock units. Such sales were not made at the discretion of the Reporting Person.

F2 · price: The price reported in Column 4 is a weighted average price. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) through (5) to this Form 4.

F4 · price: These shares were sold in multiple transactions at prices ranging from $1.05 to $1.14, inclusive.

SEC source: 0001062993-25-005198 · form4.xml · nonDerivative · entry 1

Flomenberg Neal · CIK 0002011757 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 3,969,212

F1 · kind: The sales reported on this Form 4 were made solely to satisfy the payment of tax obligations relating to the vesting and subsequent settlement of restricted stock units. Such sales were not made at the discretion of the Reporting Person.

F2 · price: The price reported in Column 4 is a weighted average price. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) through (5) to this Form 4.

F3 · price: These shares were sold in multiple transactions at prices ranging from $1.065 to $1.185, inclusive.

SEC source: 0001062993-25-004850 · form4.xml · nonDerivative · entry 3

Flomenberg Neal · CIK 0002011757 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 4,040,485

F1 · kind: The sales reported on this Form 4 were made solely to satisfy the payment of tax obligations relating to the vesting and subsequent settlement of restricted stock units. Such sales were not made at the discretion of the Reporting Person.

F2 · price: The price reported in Column 4 is a weighted average price. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) through (5) to this Form 4.

F5 · price: These shares were sold in multiple transactions at prices ranging from $1.06 to $1.19, inclusive.

SEC source: 0001062993-25-004850 · form4.xml · nonDerivative · entry 2

Flomenberg Neal · CIK 0002011757 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 4,129,004

F1 · kind: The sales reported on this Form 4 were made solely to satisfy the payment of tax obligations relating to the vesting and subsequent settlement of restricted stock units. Such sales were not made at the discretion of the Reporting Person.

F2 · price: The price reported in Column 4 is a weighted average price. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) through (5) to this Form 4.

F4 · price: These shares were sold in multiple transactions at prices ranging from $1.16 to $1.29, inclusive.

SEC source: 0001062993-25-004850 · form4.xml · nonDerivative · entry 1

Flomenberg Neal · CIK 0002011757 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 4,239,663

F1 · kind: The sales reported on this Form 4 were made solely to satisfy the payment of tax obligations relating to the vesting and subsequent settlement of restricted stock units. Such sales were not made at the discretion of the Reporting Person.

F2 · price: The price reported in Column 4 is a weighted average price. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) through (5) to this Form 4.

F3 · price: These shares were sold in multiple transactions at prices ranging from $1.27 to $1.32, inclusive.

SEC source: 0001062993-24-021217 · form4.xml · nonDerivative · entry 2

Sordillo Victor J. · CIK 0002011733 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 576,962

F3 · shares: The RSUs will vest ratably in four equal annual installments beginning on January 1, 2025 provided that the reporting person remains in service with the Issuer at such dates. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

SEC source: 0001062993-24-021217 · form4.xml · nonDerivative · entry 1

Sordillo Victor J. · CIK 0002011733 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 336,962

F1 · shares: Represents a grant of restricted stock units ("RSUs") under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan.

F2 · shares: The RSUs, which were granted in recognition of the reporting person's past service on the Issuer's Board of Directors, vested in full immediately upon grant.

SEC source: 0001062993-24-021221 · form4.xml · nonDerivative · entry 1

Patton Curtis L. · CIK 0002011753 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,209,618

F1 · shares: Represents a grant of restricted stock units ("RSUs") under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which will vest ratably in four equal annual installments beginning on January 1, 2025, provided that the reporting person remains in service with the Issuer at such dates. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

SEC source: 0001062993-24-021214 · form4.xml · nonDerivative · entry 1

Goh Keow Lin · CIK 0002011759 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 433,923

F1 · shares: Represents a grant of restricted stock units ("RSUs") under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which will vest ratably in four equal annual installments beginning on January 1, 2025, provided that the reporting person remains in service with the Issuer at such dates. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

SEC source: 0001062993-24-021222 · form4.xml · nonDerivative · entry 1

Feike Jeffrey L. · CIK 0002011766 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 821,771

F1 · shares: Represents a grant of restricted stock units ("RSUs") under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which will vest ratably in four equal annual installments beginning on January 1, 2025, provided that the reporting person remains in service with the Issuer at such dates. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

SEC source: 0001062993-24-021220 · form4.xml · nonDerivative · entry 1

PODLOGAR SUSAN M · CIK 0001709959 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 433,923

F1 · shares: Represents a grant of restricted stock units ("RSUs") under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which will vest ratably in four equal annual installments beginning on January 1, 2025, provided that the reporting person remains in service with the Issuer at such dates. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

SEC source: 0001062993-24-017785 · form4.xml · nonDerivative · entry 1

Flomenberg Neal · CIK 0002011757 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 4,254,302

F1 · kind: The sales reported on this Form 4 were made solely to satisfy the payment of tax obligations relating to the vesting and subsequent settlement on the transaction date of restricted stock units. Such sales were not made at the discretion of the Reporting Person.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.50 to $1.74, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

SEC source: 0001062993-24-012592 · form4.xml · nonDerivative · entry 1

Desai Kirti · CIK 0002011765 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 9,699,186

SEC source: 0001062993-24-012192 · form4.xml · nonDerivative · entry 1

Saadi Ryan H. · CIK 0002011728 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 118,252,659.322

F1 · price: The price reported in Column 4 represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.7635 to $0.7671, inclusive. The reporting person undertakes to provide to Tevogen Bio Holdings Inc., any security holder of Tevogen Bio Holdings Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.

SEC source: 0001062993-24-003494 · form4.xml · nonDerivative · entry 3

Saadi Ryan H. · CIK 0002011728 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By wife

Disclosed balance after: 193,923

F3 · price: On the Effective Date, each RSU with respect to shares of Tevogen common stock (each a "Tevogen RSU") that was then unvested was automatically canceled and converted into an award under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan with respect to a number of RSUs to be settled in the common stock of the Issuer equal to the product, rounded up to the nearest whole number, of (i) the number of shares of Tevogen common stock subject to the Tevogen RSU as of immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio.

SEC source: 0001062993-24-003494 · form4.xml · nonDerivative · entry 2

Saadi Ryan H. · CIK 0002011728 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 118,250,052

F2 · kind: Represents an award of restricted stock units ("RSUs") on the Effective Date, which vested immediately upon grant into shares of restricted stock.

SEC source: 0001062993-24-003494 · form4.xml · nonDerivative · entry 1

Saadi Ryan H. · CIK 0002011728 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 98,901,098

F1 · price: On February 14, 2024 (the "Effective Date"), pursuant to that certain Agreement and Plan of Merger, dated as of June 28, 2023, by and among the Issuer, Semper Merger Sub, Inc., and Tevogen Bio Inc ("Tevogen"), each issued and outstanding share of common stock of Tevogen ("Tevogen common stock") was automatically cancelled and converted into approximately 4.8481 (the "Exchange Ratio") shares of the common stock of the Issuer.

SEC source: 0001062993-24-003492 · form4.xml · nonDerivative · entry 1

Sordillo Victor J. · CIK 0002011733 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 96,962

F1 · price: On February 14, 2024 (the "Effective Date"), pursuant to that certain Agreement and Plan of Merger, dated as of June 28, 2023, by and among the Issuer, Semper Merger Sub, Inc., and Tevogen Bio Inc ("Tevogen"), each restricted stock unit ("RSU") with respect to shares of Tevogen common stock (each a "Tevogen RSU") that was then unvested was automatically canceled and converted into an award under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan with respect to a number of RSUs to be settled in the common stock of the Issuer equal to the product, rounded up to the nearest whole number, of (i) the number of shares of Tevogen common stock subject to the Tevogen RSU as of immediately prior to the Effective Time, multiplied by (ii) approximately 4.8481.

SEC source: 0001062993-24-003495 · form4.xml · nonDerivative · entry 1

Patton Curtis L. · CIK 0002011753 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 969,618

F1 · price: On February 14, 2024, pursuant to that certain Agreement and Plan of Merger, dated as of June 28, 2023, by and among the Issuer, Semper Merger Sub, Inc., and Tevogen Bio Inc ("Tevogen"), each issued and outstanding share of common stock of Tevogen was automatically cancelled and converted into approximately 4.8481 shares of the common stock of the Issuer.

SEC source: 0001062993-24-003490 · form4.xml · nonDerivative · entry 1

Flomenberg Neal · CIK 0002011757 · Chief Scientific Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 5,332,902

F1 · price: On February 14, 2024 (the "Effective Date"), pursuant to that certain Agreement and Plan of Merger, dated as of June 28, 2023, by and among the Issuer, Semper Merger Sub, Inc., and Tevogen Bio Inc ("Tevogen"), each restricted stock unit ("RSU") with respect to shares of Tevogen common stock (each a "Tevogen RSU") that was then unvested was automatically canceled and converted into an award under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan with respect to a number of RSUs to be settled in the common stock of the Issuer equal to the product, rounded up to the nearest whole number, of (i) the number of shares of Tevogen common stock subject to the Tevogen RSU as of immediately prior to the Effective Time, multiplied by (ii) approximately 4.8481.

SEC source: 0001062993-24-003496 · form4.xml · nonDerivative · entry 1

Goh Keow Lin · CIK 0002011759 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 193,923

F1 · price: On February 14, 2024, pursuant to that certain Agreement and Plan of Merger, dated as of June 28, 2023, by and among the Issuer, Semper Merger Sub, Inc., and Tevogen Bio Inc ("Tevogen"), each issued and outstanding share of common stock of Tevogen was automatically cancelled and converted into approximately 4.8481 shares of the common stock of the Issuer.

SEC source: 0001062993-24-003491 · form4.xml · nonDerivative · entry 1

Feike Jeffrey L. · CIK 0002011766 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 581,771

F1 · price: On February 14, 2024, pursuant to that certain Agreement and Plan of Merger, dated as of June 28, 2023, by and among the Issuer, Semper Merger Sub, Inc., and Tevogen Bio Inc ("Tevogen"), each issued and outstanding share of common stock of Tevogen was automatically cancelled and converted into approximately 4.8481 shares of the common stock of the Issuer.