aibioTevogen Bio Holdings sets up $50,000,000 at-the-market stock program with A.G.P.
Tickers TVGN
Tevogen can sell up to $50,000,000 of common stock through A.G.P./Alliance Global Partners, which is paid 3.0% of gross proceeds. The company's net tangible book value was negative $7.72 million at March 31, 2025, and buyers at the $1.25 reference price would face $1.07 a share of dilution.
Key facts
- Company
- Tevogen Inc. (NASDAQ: TVGN)
- News type
- Financings
- Primary source
- Tevogen Inc. 424B5 (2025-07-03)
The program
Tevogen Inc. (Nasdaq: TVGN) entered into a sales agreement with A.G.P./Alliance Global Partners on July 3, 2025. The company may sell common stock with an aggregate offering price of up to $50,000,000 through A.G.P. as its sales agent. The agent is not required to sell any specific amount. It is paid a commission of 3.0% of the gross sales price of each share sold, and Tevogen agreed to indemnify it against certain liabilities. The company also agreed to reimburse the agent's out-of-pocket expenses, including legal fees, up to $40,000. Thompson Hine LLP of New York is counsel to the agent.
The program runs under a shelf registration on Form S-3 that the SEC declared effective on June 26, 2025. The 8-K filed the same day attaches the sales agreement and a legality opinion from Hogan Lovells US LLP.
The price and the share count
The prospectus supplement uses $1.25 a share, which was the last reported sale price on July 2, 2025, as its reference price. At that price the full $50,000,000 would be 40,000,000 shares, and the company would have up to 224,443,433 shares outstanding after the sale.
Warrants exercisable for common stock at $11.50 a share trade under the symbol TVGNW.
Dilution
The supplement puts Tevogen's net tangible book value at negative $7.72 million, or negative $0.04 a share, as of March 31, 2025. That figure is after 550,000 shares issued in the second quarter of 2025 to settle restricted stock units. If the full $50,000,000 is sold at $1.25, the company says its net tangible book value would be about $40.71 million, or $0.18 a share. Existing holders would see a $0.22 increase per share. New investors would be diluted by $1.07 a share, the supplement says.
Those figures are a model, not a result. They assume the full program is sold at the reference price, after commissions and expenses.
What the company does
Tevogen describes its business as developing off-the-shelf T cell therapies, which it says can be manufactured in advance and stored for immediate use. Its ExacTcell platform is designed to develop allogeneic CD8-positive cytotoxic T lymphocyte products, meaning cells that can be infused into patients other than the original donor.
The lead product, TVGN 489, targets multiple antigens across the SARS-CoV-2 genome. Tevogen completed a Phase 1 proof-of-concept trial in ambulatory, high-risk adults with COVID-19 in January 2023. The company reports no dose-limiting toxicities or significant treatment-related adverse events in the treatment arm, and a rapid reduction in viral load in secondary endpoints. The results were published in Blood Advances in June 2024. The trial was an early study in one indication, and the company says it is planning a pivotal trial in COVID-19 patients with B cell malignancies. The company became public through a business combination with the special purpose acquisition company Semper Paratus Acquisition Corporation, completed on February 14, 2024.
Use of proceeds
Tevogen intends to use the net proceeds for general corporate purposes, which may include working capital, research and development expenditures, capital expenditures, repayment of debt, acquisitions, general and administrative expenses or investments. The company says it will retain broad discretion over the use of proceeds. The supplement does not name an amount for any one use.
What the filing warns
The supplement does not state a cash balance or net loss figure. It says that, because of its cash balance and its history of operating losses and negative operating cash flow, Tevogen will need substantial additional financing to pursue its business objectives, and that a failure to raise capital could force it to delay, limit, reduce or terminate product development. It adds that the company has significant accounts payable, accrued expenses and other liabilities, and that proceeds from this offering will be, and proceeds from other raises may be, used to reduce them. The terms of its preferred stock and its loan agreement could add dilution and make other financing harder. The number of shares Tevogen will sell, and at what prices, is left open.