Amendments to Bylaws Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On August 21, 2024, Tevogen Bio Holdings Inc. (the "Company") entered into a securities purchase agreement (the "Agreement") with an investor (the "Investor"), pursuant to which the Investor purchased 600 shares of Series C Preferred Stock of the Company for an aggregate purchase price of $6.0 million.

The shares of Series C Preferred Stock will be convertible at the election of the holder, beginning six months after the date of issuance, into shares of the common stock, par value $0.0001 per share (the "Common Stock"), of the Company at a conversion price equal to the volume-weighted average price of the Common Stock for the 30 trading days immediately prior to the exercise of the holder's conversion option, subject to a floor price of $0.6172. To the extent that the issuance of shares of Common Stock pursuant to such conversion would result in the holder holding more than 9.99% of the Common Stock outstanding immediately following such issuance (the "Beneficial Ownership Limitation"), the Company will issue pre-funded warrants with an exercise price of $0.0001 per share to purchase that number of shares of Common Stock that would have otherwise been issued to the holder. Unless a holder of Series C Preferred Stock provides prior written consent to waive the Beneficial Ownership Limitation, and except as pre-funded warrants are issued in lieu of shares of Common Stock, the Company shall not effect any conversion and a holder shall not have the right to convert any shares of Series C Preferred Stock to the extent that such conversion would result in such holder exceeding the Beneficial Ownership Limitation. A holder may, upon written notice to the Company, increase or decrease the Beneficial Ownership Limitation provided that the Beneficial Ownership Limitation in no event shall exceed 19.99%. The Series C Preferred Stock will be subject to a call right providing the Company the right to call the stock at any time after the fifth anniversary of the date of issuance. The Series C Preferred Stock will be non-voting. The Series C Preferred Stock will carry an annual 7.5% cumulative dividend, compounded annually, beginning on the later of (1) September 30, 2024 and (2) the date on which the Investor has paid the entirety of the purchase price under the Agreement and ending on the last business day of the calendar quarter ending September 30, 2034. Dividends will be payable in shares of Series C Preferred Stock or, at the election of the Company, in cash. The Company also agreed that so long as the Series C Preferred Stock is outstanding, the Company will not, without the written consent of the holders of 50.1% of the Series C Preferred Stock, amend, alter, or repeal any provision of the Company's certificate of incorporation or bylaws in a manner adverse to the Series C Preferred Stock.

The Series C Preferred Stock is being sold in a transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The Investor is an existing investor in and lender to the Company and is associated with Dr. Manmohan Patel, an existing investor in the Company and beneficial owner of more than 5% of the Common Stock.