[Form 4] Tevogen Bio Holdings Inc. Warrant Insider Trading Activity

Rhea-AI Filing Summary

Trinity Capital Inc. (Nasdaq: TRIN) filed a Form 8-K disclosing that on June 26, 2025 it executed an Underwriting Agreement with Keefe, Bruyette & Woods, Inc. and Morgan Stanley & Co. LLC, acting for several underwriters, to issue and sell $125 million aggregate principal amount of 6.750% senior unsecured notes due 2030 (the “Notes”).

The Notes are being offered under the company’s effective shelf registration statement on Form N-2 (File No. 333-275970) and related prospectus supplements dated June 26, 2025. Closing is scheduled for July 3, 2025.

The agreement contains customary representations, warranties, covenants, indemnification and contribution provisions. Exhibit 1.1 provides the full Underwriting Agreement; Exhibit 104 contains the Inline XBRL cover-page data.

No other material events were reported. The filing does not constitute an offer or solicitation where prohibited by law.

Positive

• $125 million of 6.750% notes successfully placed, indicating continued market access.
• Coupon is 112.5 bps lower than existing 7.875% 2029 notes, suggesting potentially cheaper incremental funding.

Negative

• Issuance increases total debt outstanding, which may elevate leverage and interest expense if not offset by asset growth or refinancing.

Insights

Debt Capital Markets Analyst

TL;DR – TRIN taps debt market for $125 m 6.750% notes due 2030; standard terms, closing July 3.

The company’s execution of a $125 million senior note deal extends its maturity ladder beyond existing 2029 notes and demonstrates continued market access. The coupon is materially lower than its outstanding 7.875% 2029 issues, implying modestly cheaper incremental funding. Standard indemnification and covenants suggest no unusual restrictions. From a credit perspective, the new issuance boosts liquidity but also raises gross debt; net leverage impact depends on use-of-proceeds (not disclosed here). Overall, the transaction is routine capital-markets activity with limited immediate valuation impact.

Fixed-Income Portfolio Manager

TL;DR – New 6.750% 2030 notes add duration and diversify TRIN’s capital structure; neutral near-term equity effect.

Investors gain an additional senior unsecured instrument positioned one year beyond the existing 2029 paper. The pricing reflects current BDC funding levels and should attract yield-oriented buyers. Because proceeds usage is unspecified, leverage assessment is indeterminate. Absent rating changes or covenant surprises, the deal is viewed as a straightforward refinancing/financing move rather than a transformative event.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Flomenberg Neal

(Last) (First) (Middle)

C/O TEVOGEN BIO HOLDINGS INC.

15 INDEPENDENCE BLVD, STE 210

(Street)

WARREN NJ 07059

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Tevogen Bio Holdings Inc. [ TVGN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
06/27/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/27/2025		A		300,000(1)	A	$0	3,895,608	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 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.

Remarks:

Chief Scientific Officer, Global R&D Lead

	/s/ Kirti Desai, Attorney-in-Fact	07/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Trinity Capital (TRIN) announce in its June 26, 2025 Form 8-K?

The company entered into an underwriting agreement to issue $125 million of 6.750% senior notes due 2030.

When is the closing date for Trinity Capital’s 6.750% notes offering?

The transaction is expected to close on July 3, 2025.

Which underwriters are managing Trinity Capital’s new note issuance?

Keefe, Bruyette & Woods, Inc. and Morgan Stanley & Co. LLC act as joint book-running managers.

Under which registration statement is the 6.750% notes offering being made?

The offering uses Trinity’s shelf registration statement on Form N-2 (File No. 333-275970).

What exhibits accompany the Form 8-K filing?

Exhibit 1.1 is the Underwriting Agreement; Exhibit 104 is the Inline XBRL cover-page data file.