Tevogen Inc. 10-Q

Item 1. Financial Statements (Unaudited) Tevogen Bio Holdings Inc. UNAUDITED CONSOLIDATED BALANCE SHEETS March 31, December 31, 2024 2023 Assets Current assets: Cash $ 1,317,900 $ 1,052,397 Prepaid expenses and other assets 923,202 670,582 Due from related party 158,819 — Total current assets 2,399,921 1,722,979 Property and equipment, net 418,099 458,651 Right-of-use assets - operating leases 412,111 469,862 Deferred transaction costs — 2,582,870 Other assets 133,276 271,141 Total assets $ 3,363,407 $ 5,505,503 Liabilities and stockholders’ deficit Current liabilities: Accounts payable $ 5,211,899 $ 3,418,378 Accrued expenses and other liabilities 1,564,834 1,096,450 Operating lease liabilities 260,583 252,714 Notes payable 1,651,000 — Convertible promissory notes — 80,712,000 Due to related party 250,000 — Total current liabilities 8,938,316 85,479,542 Convertible promissory notes — 14,220,000 Operating lease liabilities 166,788 234,858 Derivative warrant liabilities 60,973 — Total liabilities 9,166,077 99,934,400 Stockholders’ deficit Series A Preferred Stock, $ 0.0001 par value; 2,000 shares authorized; 500 shares issued and outstanding as of March 31, 2024 2,799,990 — Series B Preferred Stock, $ 0.0001 par value; 3,613 shares authorized; 3,613 shares issued and outstanding as of March 31, 2024 3,613,000 — Preferred Stock 3,613,000 — Common stock, $ 0.0001 par value; 800,000,000 shares authorized; 164,614,418 and 119,999,989 shares issued and outstanding at March 31, 2024 and December 31, 2023 16,462 12,000 Additional paid-in capital 76,160,773 5,216,840 Accumulated deficit ( 88,392,895 ) ( 99,657,737 ) Total stockholders’ deficit ( 5,802,670 ) ( 94,428,897 ) Total liabilities and stockholders’ deficit $ 3,363,407 $ 5,505,503 See accompanying notes to the unaudited consolidated financial statements. 1 TEVOGEN BIO HOLDINGS INC. UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS 2024 2023 Three months ended March 31, 2024 2023 Operating expenses: Research and development $ 20,811,582 $ 1,347,173 General and administrative 8,705,142 977,109 Total operating expenses 29,516,724 2,324,282 Loss from operations ( 29,516,724 ) ( 2,324,282 ) Interest expense, net ( 155,786 ) ( 288,997 ) Merger transaction costs ( 7,499,353 ) — Change in fair value of warrants ( 31,973 ) — Change in fair value of convertible promissory notes 48,468,678 ( 28,142,865 ) Net income (loss) $ 11,264,842 $ ( 30,756,144 ) Net income (loss) attributable to common stockholders, basic $ 10,506,866 $ ( 30,756,144 ) Net loss attributable to common stockholders, diluted $ ( 37,049,420 ) $ ( 30,756,144 ) Net income (loss) per share attributable to common stockholders, basic $ 0.08 $ ( 0.26 ) Net loss per share attributable to common stockholders, diluted $ ( 0.26 ) $ ( 0.26 ) Weighted average common stock outstanding, basic 137,333,802 119,999,989 Weighted average common stock outstanding, diluted 142,387,651 119,999,989 See accompanying notes to the unaudited consolidated financial statements. 2 Tevogen Bio Holdings Inc. UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT Series A Preferred Stock Series B Preferred Stock Common Stock Additional paid-in Accumulated Shares Amount Shares Amount Shares Amount capital deficit Total Balance at January 1, 2024 — $ — — $ — 119,999,989 $ 12,000 $ 5,216,840 $ ( 99,657,737 ) $ ( 94,428,897 ) Issuance of Series A preferred stock 500 2,799,990 — — — — — — 2,799,990 Nonrefundable prepaid proceeds towards anticipated Series A-1 preferred stock issuance — — — — — — 200,000 — 200,000 Issuance of Series B preferred stock — — 3,613 3,613,000 — — — — 3,613,000 Conversion of convertible promissory notes into common stock in connection with merger — — — — 10,337,419 1,034 46,621,593 — 46,622,627 Merger, net of redemptions and transaction costs — — — — 14,778,056 1,478 ( 2,885,459 ) — ( 2,883,981 ) Issuance of restricted common stock — — — — 19,348,954 1,935 ( 1,935 ) — — Issuance of common stock for Sponsor advisory service fee — — — — 150,000 15 676,485 — 676,500 Stock-based compensation — — — — — — 26,333,249 — 26,333,249 Net income — — — — — — — 11,264,842 11,264,842 Balance at March 31, 2024 500 $ 2,799,990 3,613 $ 3,613,000 164,614,418 $ 16,462 $ 76,160,773 $ ( 88,392,895 ) $ ( 5,802,670 ) Balance at January 1, 2023 — $ — — $ — 119,999,989 $ 12,000 $ 5,216,840 $ ( 39,180,057 ) $ ( 33,951,217 ) Balance — $ — — $ — 119,999,989 $ 12,000 $ 5,216,840 $ ( 39,180,057 ) $ ( 33,951,217 ) Net loss — — — — — — — ( 30,756,144 ) ( 30,756,144 ) Net Income (loss) — — — — — — — ( 30,756,144 ) ( 30,756,144 ) Balance at March 31, 2023 — $ — — — 119,999,989 $ 12,000 $ 5,216,840 $ ( 69,936,201 ) $ ( 64,707,361 ) Balance — $ — — — 119,999,989 $ 12,000 $ 5,216,840 $ ( 69,936,201 ) $ ( 64,707,361 ) See accompanying notes to the unaudited consolidated financial statements. 3 Tevogen Bio Holdings Inc. UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS 2024 2023 Three months ended March 31, 2024 2023 Cash flows from operating activities: Net income (loss) $ 11,264,842 $ ( 30,756,144 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation expense 40,552 39,735 Stock-based compensation expense 26,333,249 — Non-cash interest expense 159,305 289,135 Merger transaction costs 7,099,353 — Change in fair value of convertible promissory notes ( 48,468,678 ) 28,142,865 Loss on Series A Preferred Stock issuance 799,990 Change in fair value of warrants 31,973 — Amortization of right-of-use asset 57,751 51,473 Change in operating assets and liabilities: Prepaid expenses and other assets ( 250,119 ) 70,552 Other assets ( 68,446 ) 21,344 Accounts payable 1,697,346 497,483 Accrued expenses and other liabilities ( 800,742 ) ( 480,404 ) Operating lease liabilities ( 60,201 ) ( 53,174 ) Net cash used in operating activities ( 2,163,825 ) ( 2,177,135 ) Cash flows from investing activities: Purchases of property and equipment — ( 133,000 ) Net cash used in investing activities — ( 133,000 ) Cash flows from financing activities: Cash acquired in connection with the reverse recapitalization 229,328 — Proceeds from issuance of Series A Preferred Stock 2,000,000 — Nonrefundable prepaid proceeds towards anticipated Series A-1 Preferred Stock Issuance 200,000 — Proceeds from issuance of convertible promissory notes — 2,500,000 Net cash provided by financing activities 2,429,328 2,500,000 Net increase in cash 265,503 189,865 Cash – beginning of period 1,052,397 5,484,265 Cash – end of period $ 1,317,900 $ 5,674,130 Supplementary disclosure of noncash investing and financing activities: Conversion of convertible promissory notes into common stock in connection with Merger $ 46,622,627 $ — Issuance of common stock for net liabilities upon reverse recapitalization, net of transaction costs ( 3,113,309 ) — See accompanying notes to the unaudited consolidated financial statements. 4 TEVOGEN BIO HOLDINGS INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. NATURE OF BUSINESS Tevogen Bio Holdings Inc. (f/k/a Semper Paratus Acquisition Corporation), a Delaware corporation (the “Company”), is a clinical-stage specialty immunotherapy company harnessing the power of CD8+ cytotoxic T lymphocytes to develop off-the-shelf, precision T cell therapies for the treatment of infectious diseases, cancers, and neurological disorders. The Company’s precision T cell technology platform, ExacTcell, is a set of processes and methodologies to develop, enrich, and expand single human leukocyte antigen-restricted CTL therapies with proactively selected, precisely defined targets. The Company has completed a Phase 1 proof-of-concept trial for the first clinical product of ExacTcell, TVGN 489, for the treatment of ambulatory, high-risk adult COVID-19 patients, and has other product candidates in its pipeline. On February 14, 2024 (the “Closing Date”), pursuant to the agreement and plan of merger dated June 28, 2023 (the “Merger Agreement”), by and among Semper Paratus Acquisition Corporation (“Semper Paratus”), Semper Merger Sub, Inc., a wholly owned subsidiary of Semper Paratus (“Merger Sub”) SSVK Associates, LLC, (the “Sponsor”) Tevogen Bio Inc (n/k/a Tevogen Bio Inc.) (“Tevogen Bio”), and Dr. Ryan Saadi in his capacity as seller representative, Merger Sub merged with and into Tevogen Bio with Tevogen Bio being the surviving company and a wholly owned subsidiary of the Company (the “Merger,” and together with the other transactions contemplated by the Merger Agreement, the “Business Combination”), and Semper Paratus was renamed Tevogen Bio Holdings Inc. In connection with the closing of the Business Combination (the “Closing”), the then-outstanding shares of common stock of Tevogen Bio, were converted into shares of the common stock of the Company at an exchange ratio of approximately 4.85 shares of Company common stock for each share of Tevogen Bio common stock (the “Exchange Ratio”). See Note 4 for more information on the Business Combination. As discussed in Note 4, the Merger was accounted for as a reverse recapitalization under which the historical financial statements of the Company prior to the Merger are those of Tevogen Bio. All information related to the common stock of Tevogen Bio prior to the Closing and presented in the consolidated financial statements and notes thereto has been retroactively adjusted to reflect the Exchange Ratio. Following the Merger, the former equity holders and holders of convertible promissory notes of Tevogen Bio held 90.9 % of the outstanding shares of common stock of the Company and the former shareholders, creditors, and other contractual counterparties of Semper Paratus held 9.1 % of the Company. NOTE 2. DEVELOPMENT-STAGE RISKS AND LIQUIDITY The Company has generally incurred losses and negative cash flows from operations since inception and had an accumulated deficit of $ 88,392,895 as of March 31, 2024. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant sales from its product candidates currently in development. Management believes that cash of $ 1,317,900 as of March 31, 2024, and $ 2,000,000 received for the sale of Series A-1 Preferred Stock subsequent to March 31, 2024, is not sufficient to sustain planned operations for 12 months from the issuance date of these unaudited consolidated financial statements. As a result, the Company has concluded that substantial doubt exists about its ability to continue as a going concern for one year from the date that the unaudited consolidated financial statements are issued. The accompanying unaudited consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The unaudited consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. Management is currently evaluating different strategies to obtain the additional funding for future operations for subsequent years. These strategies may include but are not limited to private placements of equity and/or debt, licensing and/or marketing arrangements, and public offerings of equity and/or debt securities. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into strategic alliances or other arrangements on favorable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. If the Company is unable to obtain funding, the Company could be required to delay, reduce or eliminate research and development programs, product portfolio expansion, or future commercialization efforts, which could adversely affect its business prospects. Operations since inception have consisted primarily of organizing the Company, securing financing, developing licensed technologies, performing research, conducting pre-clinical studies and clinical trials, and pursuing the Business Combination. The Company is subject to those risks associated with any specialty biotechnology company that has substantial expenditures for research and development. There can be no assurance that the Company’s research and development projects will be successful, that products developed will obtain necessary regulatory approval, or that any approved product will be commercially viable. In addition, the Company operates in an environment of rapid technological change and is largely dependent on the services of its employees and consultants. 5 TEVOGEN BIO HOLDINGS INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The summary of significant accounting policies included in the Company’s annual financial statements that can be found in Exhibit 99.1 of the Company’s Current Report on Form 8-K/A filed with the SEC on April 29, 2024 (the “Form 8-K”), have not materially changed, except as follows: Basis of Presentation The accompanying unaudited consolidated financial statements of the Company are presented in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments, consisting of a normal recurring nature, (which consist primarily of accruals, estimates, and assumptions that impact the consolidated financial statements) which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations of Tevogen Bio filed as Exhibits 99.1 and 99.2 to the Form 8-K. The interim results for the period presented are not necessarily indicative of the results to be expected for the year ending December 31, 2024, or for any future interim periods. Use of Estimates In preparing unaudited consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of expenses. Actual results could differ from those estimates. Estimates and assumptions are periodically reviewed, and the effects of revisions are reflected in the unaudited consolidated financial statements in the period they are determined to be necessary. Significant areas that require management’s estimates include the fair value of the common stock and convertible promissory notes prior to the Merger, the fair value of the Series A Preferred Stock and Series B Preferred Stock, stock-based compensation assumptions, the estimated useful lives of property and equipment, and accrued research and development expenses. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash. Segment Reporting Operating segments are defined as components of an entity for which discrete financial information is both available and regularly reviewed by its chief operating decision maker or decision-making group. The Company views its operations and manages its business in one segment. Warrants As the result of the Merger, the Company accounts for its warrants originally sold as part of Semper Paratus’s initial public offering (the “IPO”) in accordance with ASC 815, Derivatives and Hedging-Contracts in Entity’s Own Equity (“ASC 815”), and considering ASC 480, Distinguishing Liabilities from Equity (“ASC 480”). The assessment considers whether the warrants are freestanding financial instruments and meet the definition of a liability pursuant to ASC 480 and meet all of the conditions for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own shares of common stock, among other conditions. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter until settlement. Changes in the estimated fair value of the warrants are recognized as a non-cash loss on the consolidated statements of operations. Under these standards, the Company’s private placement warrants sold at the time of the IPO do not meet the criteria for equity classification and must be recorded as liabilities while the public warrants sold in connection with the IPO do meet the criteria for equity classification and must be recorded as equity. 6 TEVOGEN BIO HOLDINGS INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar, but not identical, assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data; Level 3 Unobservable inputs in which there is little or no market data available and which require the Company to develop its own assumptions that market participants would use in pricing an asset or liability. Financial instruments recognized at historical amounts in the balance sheets consist of accounts payable and notes payable. The Company believes that the carrying value of accounts payable and notes payable approximates their fair values due to the short-term nature of these instruments. The Company’s recurring fair value measurements consist of the convertible promissory notes prior to the Merger, for which the Company elected the fair value option to reduce accounting complexity and private warrants after the Merger. Such fair value measurements are Level 3 inputs. The following table provides a roll-forward of the aggregate fair values of the Company’s convertible promissory notes. Schedule of Fair Value Measurement Balance at January 1, 2024 $ 94,932,000 - Accrued interest expense 159,305 Change in fair value ( 48,468,678 ) Derecognition upon conversion of convertible promissory notes ( 46,622,627 ) Balance at March 31, 2024 $ - Balance at January 1, 2023 $ 39,297,000 Initial fair value at issuance 2,500,000 Accrued interest expense 289,135 Change in fair value 28,142,865 Balance at March 31, 2023 $ 70,229,000 The Company used the probability weighted expected return method valuation methodology to determine the fair value of the convertible promissory notes prior to the Merger. Significant assumptions and ranges used in determining the fair value of convertible promissory notes prior to the Merger included volatility ( 80 %), discount rate ( 35 % - 36 %), and probability of a future liquidity event ( 85 % - 95 %). The Company used its stock price on the Closing Date to determine the fair value for the conversion derecognition of the convertible promissory notes on the Closing Date. There were no transfers between levels during the three months ended March 31, 2024 and 2023. Upon the Closing, the Company acquired private warrants the fair value of which increased by $ 31,973 between the Closing Date and March 31, 2024. Such fair value measurements are Level 3 inputs. The following table provides a roll-forward of the aggregate fair values of the warrants. Schedule of Fair Values Of Warrants Balance at February 15, 2024 $ 29,000 Change in fair value 31,973 Balance at March 31, 2024 $ 60,973 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis Level Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Liabilities: Derivative warrant liabilities 3 $ - $ - $ 60,973 The Company’s nonrecurring fair value measurements consist of Series A and Series B Preferred Stock. Such fair value measurements are Level 3 inputs. The Company determined the fair value of Series A Preferred Stock using a Monte Carlo simulation. Key inputs utilized in the Monte Carlo simulation to estimate fair value of Series A Preferred Stock included a range of volatility between 75% to 85% , a holding period to a deemed liquidation event, as defined in the Series A Preferred Stock agreement, ranging from 0.5 to 10.0 years, and a risk-free interest rate between 4.3 % and 5.3 % . The Company determined the fair value of Series B Preferred Stock based on the stated redemption value. The difference between the cash received of $ 2,000,000 upon issuance of the Series A Preferred Stock and its estimated fair value was recognized as general and administrative expense on the consolidated statements of operations. 7 TEVOGEN BIO HOLDINGS INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Net Income (Loss) Per Share The Company computes basic net income (loss) per share by dividing net income (loss) by the weighted average common stock outstanding during the period. The Company determined that each outstanding share of preferred stock and restricted common stock would participate in earnings available to common stockholders but would not participate in losses. The Company computes diluted net income (loss) per share by dividing the net income (loss) by the sum of the weighted average number of common stock outstanding during the period, plus the potential dilutive effects, if any, of potentially dilutive securities. Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 -40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. ASU 2020-06 also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. Effective January 1, 2024, the Company adopted ASU 2020-06 and that adoption did not have an impact on its consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 enhances reportable segment disclosures by requiring disclosures such as significant segment expenses, information on the chief operating decision maker and disclosures for entities with a single reportable segment. Additionally, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, and contain other disclosure requirements. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company does not expect the adoption of ASU 2023-07 to have a material impact on its consolidated financial statements and related disclosures. NOTE 4. BUSINESS COMBINATION On the Closing Date, the Company completed the Business Combination described in Note 1. The Merger was accounted for as a reverse recapitalization under GAAP because Tevogen Bio was determined to be the accounting acquirer based upon the terms of the Merger and other factors, including: (i) former Tevogen Bio equityholders and holders of convertible promissory notes owned approximately 91.0 % of the Company following the Merger; (ii) Former Tevogen Bio directors constituted the majority (six of seven) of the directors of the Company following the Merger; and (iii) former Tevogen Bio management holds all key positions of management. Accordingly, the Merger was treated as the equivalent of Tevogen Bio issuing stock to acquire the net assets of Semper Paratus. As a result of the Merger, the net liabilities of Semper Paratus were recorded at their acquisition-date fair value in the consolidated financial statements and the reported operating results prior to the Merger are those of Tevogen Bio. Immediately after the Merger, there were 164,614,418 shares of the Company’s common stock outstanding. The following table shows the net liabilities acquired in the Merger: SCHEDULE OF NET LIABILITIES ACQUIRED IN MERGER February 14, 2024 Cash $ 229,328 Due from Sponsor 158,819 Prepaid expenses and other assets 2,501 Accounts payable ( 96,175 ) Accrued expenses ( 1,269,126 ) Notes payable ( 1,651,000 ) Derivative warrant liabilities ( 29,000 ) Total net liabilities acquired ( 2,654,653 ) Plus: Merger transaction costs limited to cash acquired ( 229,328 ) Total net liabilities acquired plus transaction costs $ ( 2,883,981 ) Total transaction costs of $ 7,728,681 were incurred in relation to the Merger up through the Closing Date, of which $ 229,328 were charged directly to equity to the extent of the cash received from the Merger with the balance of $ 7,499,353 charged to Merger transaction costs for the three months ended March 31, 2024. Former holders of Tevogen Bio common stock and the Sponsor are eligible to receive up to an aggregate of 24,500,000 shares of common stock (“Earnout Shares”) if the volume-weighted average price (the “VWAP”) of the Company’s common stock reaches specified threshold levels during the three-year period commencing on the Closing Date. Refer to Note 5, Earnout Shares, for further details of the earnout arrangement. In connection with the Merger, the Company issued Series B Preferred Stock to the Sponsor. The issuance date fair value of the Series B Preferred Stock was recorded to Merger transaction costs within the consolidated statements of operations. See Note 9 for additional information. 8 TEVOGEN BIO HOLDINGS INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS NOTE 5. EARNOUT SHARES Following the Closing, former holders of Tevogen Bio common stock may receive up to 20,000,000 Earnout Shares in tranches of 6,666,667 , 6,666,667 , and 6,666,666 shares of common stock per tranche, respectively. The first, second, and third tranches are issuable if the VWAP per share of the Company’s common stock is greater or equal to $ 15.00 , $ 17.50 , and $ 20.00 , respectively, over any twenty trading days within any thirty consecutive day trading period during the three-year period after the Closing. The Sponsor received the right to Earnout Shares with the same terms above, except that each of the Sponsor’s three earnout tranches are for 1,500,000 shares of common stock, for an aggregate of 4,500,000 shares across the entire Sponsor earnout. The Earnout Shares are a form of dividend for holders of Tevogen Bio common stock, and the Earnout Shares earnable by the Sponsor are treated as contingent consideration in a reverse recapitalization. In accordance with ASC 815, the Earnout Shares were considered to be indexed to the Company’s common stock and are classified within permanent equity. NOTE 6. ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses and other liabilities consisted of the following: SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES March 31, December, 31 2024 2023 Professional services $ 1,337,588 $ 976,301 Other 227,246 120,149 Total $ 1,564,834 $ 1,096,450 NOTE 7. NOTES PAYABLE As a result of the Merger, the Company assumed notes payable held by Polar Multi-Strategy Master Fund (“Polar”) for which the proceeds were to be used for working capital purposes by Semper Paratus with an outstanding balance of $ 1,651,000 on the Closing Date and remain outstanding at March 31, 2024. The notes payable do not accrue interest. The outstanding balance of the notes was required to be repaid in full within five business days of the Merger, and the Company is therefore in default of its obligations at March 31, 2024. The notes’ default provisions require the Sponsor to transfer a certain number of its own shares to Polar on a monthly basis until the default is cured, subject to an aggregate cap, but do not require the Company to transfer any shares or pay any amounts to Polar. Polar waived the Sponsor’s requirement to transfer shares with respect to the initial month of default. NOTE 8. STOCK-BASED COMPENSATION In connection with the Closing, the Company adopted the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan (the “2024 Plan”) and no longer grants awards pursuant to the 2020 Equity Incentive Plan (the “2020 Plan”). Each restricted stock unit (“RSU”) award granted under the 2020 Plan that was outstanding and unvested as of the Closing Date was automatically canceled and converted into an award under the 2024 Plan with respect to the common stock of the Company. Such converted awards remain subject to the same terms and conditions as set forth under the applicable award agreement prior to the Closing. Under the 2024 Plan, the Company is authorized to grant awards up to an aggregate 40,000,000 shares of common stock. The 2024 Plan provides for the grant of options, stock appreciation rights, restricted stock, restricted stock units, and other equity-based awards. As of March 31, 2024, awards for 20,651,046 shares remained available to be granted under the 2024 Plan. The Company has issued RSUs that are subject to either service-based vesting conditions or service-based and performance-based vesting conditions. Compensation expense for service-based RSUs are recognized on a straight-line basis over the vesting period of the award. Compensation expense for service-based and performance-based RSUs (“Performance-Based RSUs”) are recognized when the performance condition, which is based on a liquidity event condition being satisfied, is deemed probable of achievement. 9 TEVOGEN BIO HOLDINGS INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS On the Closing Date, the Company issued an aggregate of 19,348,954 RSUs under the 2024 Plan to the Company’s Chief Executive Officer, Dr. Ryan Saadi (the “Special RSU Award”). Such RSUs immediately converted into shares of restricted common stock (“Restricted Stock”), the restrictions on which lapse in four equal annual installments beginning on February 14, 2031 (“Vesting Period”). Pursuant to the terms of the Special RSU Award, Dr. Saadi will be entitled to vote the Restricted Stock, but the shares may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered, subject to forfeit. Dr. Saadi will automatically forfeit all unvested Restricted Stock in the event he departs the Company. The fair value per share for the Special RSU Award was determined to be $ 4.51 per share, equivalent to the Company’s stock price on the Closing Date, resulting in a total grant date fair value of $ 87,263,783 . In accordance with ASC 718, Compensation – Stock Compensation (“ASC 718”), the Company will recognize compensation expense on a straight-line basis from the Closing Date until the completion of the Vesting Period. Restricted Stock and RSU activity was as follows: SCHEDULE OF RESTRICTED STOCK AND RSU ACTIVITY Service-Based Restricted Stock Performance-Based RSUs Shares Weighted average grant-date fair value Shares Weighted average grant-date fair value Nonvested as of January 1, 2024 — $ — 10,900,128 $ 2.97 Granted 19,348,954 4.51 — — Vested — — ( 7,148,506 ) 2.85 Forfeited — — — — Nonvested as of March 31, 2024 19,348,954 $ 4.51 3,751,622 $ 3.19 As a result of the Merger, the liquidity event performance condition was achieved and therefore compensation cost of $ 25,233,487 was recognized for the Performance-Based RSUs, which will be issued and outstanding after March 31, 2024. There was $ 86,164,020 of unrecognized compensation cost related to Restricted Stock as of March 31, 2024 which will be expensed over a weighted average period of 9.9 years. There was $ 7,104,643 of unrecognized compensation cost related to Performance-Based RSUs as of March 31, 2024 which will be expensed over a weighted average period of 1.2 years. The Company recorded stock-based compensation expense in the following expense categories in the accompanying consolidated statements of operations: SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE Three months ended March 31, 2024 Research and development $ 19,735,896 General and administrative 6,597,353 Total $ 26,333,249 No stock-based compensation expense was recognized during the three months ended March 31, 2023. NOTE 9. STOCKHOLDERS’ DEFICIT Common Stock As of February 15, 2024, the Company’s common stock and warrants began trading on The Nasdaq Stock Market LLC under the symbols “TVGN” and “TVGNW”, respectively. As of March 31, 2024, the Company had 164,614,418 shares of common stock issued and outstanding. For accounting purposes related to earnings per share, only shares that are fully vested or are not subject to repurchase are considered issued and outstanding. Below is a reconciliation of shares of common stock issued and outstanding: SCHEDULE OF RECONCILIATION OF SHARES OF COMMON STOCK ISSUED AND OUTSTANDING March 31, 2024 Total shares of common stock legally issued and outstanding 164,614,418 Plus: Shares to be issued: Shares issuable to Polar (a) 1,500,000 Vested Performance-Based RSUs from satisfaction of liquidity condition upon the Closing (b) 7,148,506 Less: Shares subject to future vesting: Issuance of restricted common stock subject to forfeiture (c) ( 19,348,954 ) Total shares issued and outstanding 153,913,970 (a) Shares issuable to Polar under a subscription agreement as a result of the Merger. See Note 7 for additional information. (b) As of March 31, 2024, there were Performance-Based RSUs that had vested when the liquidity condition applicable to such awards was satisfied upon the Closing but had not been legally settled into common stock. See Note 8 for additional information. (c) Dr. Saadi will automatically forfeit all unvested Restricted Stock granted pursuant to the Special RSU Award in the event he departs the Company. See Note 8 for additional information on the Special RSU Award. Prior to the Merger, Tevogen Bio had outstanding shares of voting and non-voting common stock. Upon the Closing, Tevogen Bio’s common stockholders received shares of the Company’s common stock in an amount determined by application of the Exchange Ratio, as discussed in Note 1. 10 TEVOGEN BIO HOLDINGS INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Preferred Stock The Company is authorized to issue 20,000,000 shares of preferred stock, par value $ 0.0001 per share. Series A Preferred Stock I n March 2024, the Company authorized and issued 2,000 and 500 shares, respectively, of Series A Preferred Stock (the “Series A”) to an investor at a price of $ 4,000 per share (the “Series A Original Issue Price”), for gross proceeds of $ 2.0 million. The Company recorded an expense of $ 799,990 in its consolidated statements of operations related to issuance of the Series A equal to the fair value of the Series A when issued of $ 5,600 per share less the purchase price of $ 4,000 per share. Dividends Holders of Series A are entitled to receive dividends accruing daily on a cumulative basis payable at a fixed rate of 5 % per annum per share on the Series A Original Issue Price, which rate will automatically increase by 2% every year that the Series A remains outstanding (the “Series A Accruing Dividends”) . These dividends become payable when and if declared by the Company. The Series A Preferred Stock will also participate on an as-converted basis in any regular or special dividends paid to holders of the common stock. Liquidation The Series A ranks senior to common stock and Series B Preferred Stock (the “Series B”) in liquidation priority. In the event of a liquidation of the Company, or certain deemed liquidation events, the Series A is redeemable for a price equal to the greater of the Series A Original Issue Price plus all Series A Accruing Dividends that are unpaid through the redemption date, or such amount that would have been payable had the Series A converted into shares of common stock immediately before the liquidation or deemed liquidation event. Voting The Series A does not have any voting rights. Redemption The holders of Series A are not entitled to redeem their shares outside of the liquidation of the Company or the occurrence of a deemed liquidation event. The Company is entitled to redeem that Series A at a price equal to the Series A Original Issue Price plus any Series A Accruing Dividends accrued but unpaid thereon, if the VWAP of the Company’s common stock exceeds $ 5.00 per share for the twenty days immediately prior to the Company’s call election . Conversion The holders of Series A have the option to convert the Series A into shares of common stock at a ratio equal to the Series A Original Issue Price divided by the Series A Conversion Price, which is initially $ 4.00 per share and is subject to standard antidilution adjustments. Series A-1 Preferred Stock On March 27, 2024, the Company entered into an Amended and Restated Securities Purchase Agreement with the Series A investor covering the issuance of 600 shares of Series A-1 Preferred Stock for a gross purchase price of $ 6,000,000 . The terms of the Series A-1 Preferred Stock are identical to the Series A, except that the cumulative dividends are capped at 15% per annum and the Series A-1 Issuance Price is defined as $ 10,000 per share. As of March 31, 2024, the investor had paid a non-refundable deposit of $ 200,000 towards the Series A-1 purchase price, and no shares of Series A-1 Preferred Stock were issued or outstanding. Series B Preferred Stock In connection with the Closing, the Company entered into an agreement to issue shares of Series B to the Sponsor in return for the Sponsor assuming liabilities and obligations (“Assumed Liabilities”) of Semper Paratus and Tevogen Bio. On March 15, 2024, 3,613 shares of Series B were issued in return for the assumption of $ 3,613,000 of liabilities. As these liabilities were unpaid and the Company was not legally released by the creditors, the liabilities were not extinguished and remain on the Company’s balance sheets at March 31, 2024. The issuance date fair value of the Series B was determined to be $ 3,613,000 and was recorded within Merger transaction costs in the consolidated statements of operations. The Series B is classified as permanent equity. Dividends Holders of Series B are entitled to receive cumulative dividends at the Series B Dividend Rate, which accrue quarterly on the basis of a 360-day year and accrue whether or not declared by the Company provided that to the extent the Assumed Liabilities are outstanding, any dividend(s) will be paid by the Company on behalf of the Sponsor to the creditors first. The Series B Dividend Rate is initially 3.25% per quarter, increases by 0.25% on each 30-day anniversary of the Initial Dividend Date (Defined below), and capped at 7.5% per quarter. The “Initial Dividend Date” is defined as 35 days after the initial issuance date of the Series B. Subsequent dividends are due and payable on the quarterly anniversary of the initial issuance date, or if that date is not a business day, due and payable on the next succeeding business day. Series B dividends payable are calculated as the Dividend Rate multiplied by the Series B Issue Price of $ 1,000 per share. Series B dividends are payable whether or not declared by the Company, and are recorded within accounts payable of the consolidated balance sheets as incurred. Liquidation The Series B Preferred Stock ranks senior to common stock and junior to Series A in liquidation priority. In the event of a liquidation of the Company, the Series B is redeemable for a price equal to the aggregate amount of the liabilities assumed by the Sponsor following the Closing, which was $ 1,000 per share. 11 TEVOGEN BIO HOLDINGS INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Voting The Series B does not have any voting rights. Redemption The holders of Series B are not entitled to redeem their shares outside of the liquidation of the Company. The Company is entitled to redeem the Series B at a price equal to the Series B Issue Price. Conversion The Series B Preferred Stock do not contain any conversion rights. Warrants Upon the Closing, 17,975,000 warrants initially issued by Semper Paratus in November 2021, comprising 17,250,000 public warrants sold in the IPO and 725,000 warrants issued in a concurrent private placement, were assumed. Public Warrants The public warrants have an exercise price of $ 11.50 per share, became exercisable on March 15, 2024 , and will expire at 5:00 p.m., New York City time, on February 14, 2029, or earlier upon redemption or liquidation. Warrant holders may, until such time as there is an effective registration statement and during any period when the Company has failed to maintain an effective registration statement covering the shares of the Company’s common stock issuable upon exercise of the warrants, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended, or another exception. The Company may redeem the public warrants if the Company’s common stock equals or exceeds $18.00 per share for 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the holders of public warrants. As of March 31, 2024, there are 17,250,000 public warrants outstanding. Private Placement Warrants Each private placement warrant is identical to the public warrants, except that the private placement warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company and (ii) may be exercised by the holders on a cashless basis. As of March 31, 2024, there are 725,000 private placement warrants outstanding. See Note 3 for additional information on the Company’s warrant accounting policy. NOTE 10. RELATED PARTY TRANSACTIONS Transactions with Sponsor Pursuant to the Merger Agreement, the Company incurred $ 2,000,000 in fees to the Sponsor for advisory services (the “Sponsor Advisory Service Fee”). In connection with the Merger and thereafter, the Company and Sponsor agreed that $ 250,000 of the Sponsor Advisory Service Fee is payable in cash, $ 250,000 would be offset against amounts due from the Sponsor, and the remainder of the Sponsor Advisory Service Fee was paid with issuance of 150,000 shares of the Company’s common stock at Closing. The Sponsor Advisory Service Fee payable in cash is presented on the consolidated balance sheets under the line item “Due to related party”. As of March 31, 2024, the Sponsor owes the Company $ 158,819 to cover working capital expenses which is presented on the consolidated balance sheets under the line item “Due from related party”. See Note 9 for additional information on the Series B issued to the Sponsor. 12 TEVOGEN BIO HOLDINGS INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Stock-Based Compensation In January 2023, the Company issued 40,000 Performance-Based RSUs to the wife of the Company’s chair and chief executive officer for advisory services provided to the Company, and 20,000 Performance-Based RSUs to Mehtaphoric Consulting Inc, a company controlled by the daughter of the Company’s chief financial officer, for information technology services provided to the Company. In connection with the Closing, the performance condition was achieved and therefore compensation cost of $ 800,396 has been recognized. NOTE 11. NET INCOME (LOSS) PER SHARE The following table sets forth the computation of basic and diluted income (loss) per share: SCHEDULE OF NET LOSS PER SHARE Three Months Ended March 31, 2024 2023 Numerator: Net income (loss) $ 11,264,842 $ ( 30,756,144 ) Less: Cumulative undeclared Series A dividends (1,370 ) — Less: Undistributed earnings allocated to participating securities ( 756,606 ) — Net income (loss) attributable to common stockholders $ 10,506,866 $ ( 30,756,144 ) Net income (loss) $ 11,264,842 $ ( 30,756,144 ) Less: Cumulative undeclared Series A dividends (1,370 ) — Less: Convertible promissory note interest 155,786 — Less: Convertible promissory note change in fair value ( 48,468,678 ) — Net loss attributable to common stockholders, diluted $ ( 37,049,420 ) $ ( 30,756,144 ) Denominator: Weighted average common stock outstanding, basic 137,333,802 119,999,989 Net income (loss) per share attributable to common stockholders, basic $ 0.08 $ ( 0.26 ) Weighted average common stock outstanding, basic 137,333,802 — Effect of potentially dilutive convertible promissory notes 5,053,849 — Total potentially dilutive securities 5,053,849 — Weighted average common stock outstanding, diluted 142,387,651 119,999,989 Net loss per share attributable to common stockholders - basic and diluted $ ( 0.26 ) $ ( 0.26 ) Net loss per share attributable to common stockholders - diluted $ ( 0.26 ) $ ( 0.26 ) As of March 31, 2024 and 2023, the Company’s potentially dilutive securities included Series A Preferred Stock, outstanding public warrants and convertible promissory notes on an as-converted basis. Series A and Restricted Stock are participating securities as Series A is entitled to participate in dividends and in earnings (but not losses) of the Company on an as-converted basis as common shares and the Restricted Stock holder is entitled to participate in any dividends declared on common stock. Accordingly, undistributed earnings are allocated to common shares and participating securities based on the weighted-average shares of each class outstanding during the period. See Note 8 and Note 9 for additional rights and privileges of Restricted Stock and Series A, respectively. Restricted Stock are excluded from the weighted average common stock outstanding pending the achievement of underlying service conditions. The Company excluded the following potential shares from the computation of diluted net loss per share because including them would have had an anti-dilutive effect: SCHEDULE OF ANTI-DILUTIVE NET LOSS PER SHARE March 31, 2024 2023 Outstanding restricted stock units (a) 3,751,622 10,355,527 Restricted Stock 19,348,954 - Public warrants 17,250,000 — Private warrants 725,000 — Convertible promissory notes (b) — 2,946,336 Earnout Shares 24,500,000 — Total 65,575,576 13,301,863 (a) As of March 31, 2024, there were an additional 7,148,506 restricted stock units that had vested but had not been legally settled into common stock and therefore were included in the basic net income per share. See Note 8 for additional information. (b) The number of shares were determined based on the conversion upon maturity provisions in the convertible promissory note agreements, dividing the conversion amount (principal plus accrued interest) by three times the estimated fair value of the Company’s common stock derived from the Company’s most recently completed convertible promissory notes valuation as of the balance sheet date. NOTE 12. SUBSEQUENT EVENTS The Company has evaluated subsequent events and transactions for potential recognition or disclosure from the balance sheet date through May 28, 2024, the issuance date of these the financial statements and has not identified any additional items requiring disclosure that have not previously been mentioned elsewhere. 13