What changed in this filing

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Item 1. Financial Statements

2024-08-14 compared with 2024-05-28 · 447 added, 356 removed, 357 unchanged (69% of the section changed)

21 unchanged sentences

Derivative warrant liabilities

Written call option derivative liabilities

Total liabilities

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2,000 shares authorized;

500 shares issued and outstanding as of March 31, 2024

Series B Preferred Stock, $ 0.0001 par value;

3,613 shares authorized;

3,613 shares issued and outstanding as of March 31, 2024

Preferred Stock

500 shares issued and outstanding as of June 30, 2024

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

168,826,402 and 119,999,989 shares issued and outstanding at June 30, 2024 and December 31, 2023

Additional paid-in capital

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CONSOLIDATED STATEMENTS OF OPERATIONS

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

Operating expenses:

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( 2,184,466 )

Interest expense, net

( 38,115,751 )

( 4,508,748 )

Interest income (expense), net

Merger transaction costs

3 unchanged sentences

( 19,700,000 )

( 47,842,865 )

Change in fair value of written call option derivative liabilities

Loss on issuance of commitment shares

Net income (loss)

$ ( 9,663,447 )

$ ( 22,184,353 )

$ ( 52,940,497 )

Net income (loss) attributable to common stockholders, basic

$ ( 6,075,379 )

$ ( 22,184,353 )

$ ( 52,940,497 )

Net loss attributable to common stockholders, diluted

1 unchanged sentence

$ ( 22,184,353 )

$ ( 43,124,798 )

$ ( 52,940,497 )

Net income (loss) per share attributable to common stockholders, basic

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Preferred Stock

Additional paid-in

Balance at January 1, 2024

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Issuance of Series B preferred stock

Conversion of convertible promissory notes into common stock in connection with merger

Conversion of convertible promissory notes into common stock in connection with

Merger, net of redemptions and transaction costs

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( 5,802,670 )

Balance at January 1, 2023

Issuance of commitment shares in connection with the Loan Agreement

Issuance of common stock in connection with Polar note payable

Issuance of common stock in settlement of vested restricted stock units

Nonrefundable prepaid proceeds towards anticipated Series A-1 preferred stock issuance

Repurchase of Series B preferred stock

( 3,613,000 )

Stock-based compensation

( 9,663,447 )

Balance at June 30, 2024

$ ( 98,056,342 )

$ ( 7,633,897 )

Series A Preferred Stock

Series B Preferred Stock

Balance at January 1, 2023

$ ( 39,180,057 )

Income (loss)

$ ( 33,951,217 )

( 30,756,144 )

Balance at March 31, 2023

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$ ( 64,707,361 )

( 22,184,353 )

Net income (loss)

( 22,184,353 )

Balance at June 30, 2023

$ ( 92,120,554 )

$ ( 86,891,714 )

$ ( 92,120,554 )

$ ( 86,891,714 )

accompanying notes to the unaudited consolidated financial statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS

Three months ended March 31,

Six months ended June 30,

Cash flows from operating activities:

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Loss on Series A Preferred Stock issuance

Loss on issuance of commitment shares

Change in fair value of warrants

Issuance of written call option

Change in fair value of written call option derivative liabilities

Amortization of right-of-use asset

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Net cash provided by financing activities

Net increase in cash

Net increase (decrease) in cash

( 2,027,654 )

Cash – beginning of period

1 unchanged sentence

Supplementary disclosure of noncash investing and financing activities:

de-SPAC transaction fees included in accrued expenses and other liabilities

Conversion of convertible promissory notes into common stock in connection with Merger

Issuance of common stock for net liabilities upon reverse recapitalization, net of transaction costs

Repurchase of Series B preferred stock

Issuance of common stock for net liabilities upon reverse recapitalization, net of

transaction costs

( 3,113,309 )

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NATURE OF BUSINESS

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.

Bio Holdings Inc., 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.

February 14, 2024 (the “Closing Date”), pursuant to the agreement and plan of merger dated June 28, 2023 (the “Merger

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the Merger, the former equity holders and holders of convertible promissory notes of Tevogen Bio held 91.0 % 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.

of common stock of the Company and the former shareholders, creditors, and other contractual counterparties of Semper Paratus held 9.1 %

of the Company.

DEVELOPMENT-STAGE RISKS AND LIQUIDITY

Company has generally incurred losses and negative cash flows from operations since inception and had an accumulated deficit of

as of March 31, 2024.

as of June 30, 2024.

The Company anticipates incurring additional losses until such time, if ever, that it can generate significant

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Management believes that cash of $ 1,135,390

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

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.

as of June 30, 2024 and the Loan Agreement entered into in June 2024 (as defined in Note 7), which allows the Company to draw down term

loans of $ 1,000,000

per month over thirty-six months for a total of $ 36,000,000 , will allow the Company to have adequate cash and financial resources to operate for at least

the next 12 months from the date of issuance of these

unaudited consolidated financial statements.

In July 2024, the Company drew $ 500,000 under the

Loan Agreement.

In August 2024, the Company drew an additional $ 500,000 under the Loan Agreement.

The Company does

not plan to initiate a clinical trial until additional funding is received.

is currently evaluating different strategies to obtain the additional funding for future operations for subsequent periods.

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.

any financing may adversely affect the holdings or the rights of the Company’s stockholders.

If the Company is unable to

obtain additional 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.

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.

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.

The Company is subject to 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.

Bio Holdings Inc.

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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:

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 reflected in the following:

of Presentation

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

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.

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.

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) that 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.

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.

preparing unaudited consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions

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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.

the Merger, the fair value of the Series A Preferred Stock and Series B Preferred Stock, fair value of the purchase options under the

Loan Agreement, stock-based compensation assumptions, the estimated useful lives of property and equipment and accrued research and development

and Embedded Common Stock Purchase Options

Equity-linked

purchase options issued in connection with the Loan Agreement (as defined below) are assessed to determine whether they are

freestanding or embedded with the host instrument under ASC 815, Derivatives and Hedging-Contracts in Entity’s Own

Equity (“ASC 815”).

Each type of purchase option is then assessed for equity or liability classification under ASC

The Company’s embedded and freestanding purchase options were determined to be liability-classified derivative

instruments and are measured at fair value both on the date of issuance and at each subsequent balance sheet date, with changes in

fair value recorded to ‘Change in fair value of written call option derivative liabilities’ within the consolidated

statements of operations and consolidated statements of cash flows.

Concentrations

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The Company views its operations and manages its business in one segment.

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”).

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

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.

Bio Holdings Inc.

TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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, and considering ASC 480, Distinguishing Liabilities from Equity (“ASC

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.

Value Measurements

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

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.

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instruments recognized at historical amounts in the balance sheets consist of accounts payable and notes payable.

believes that the carrying value of accounts payable and notes payable approximates their fair values due to the short-term nature of

these instruments.

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.

of Fair Value Measurement

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.

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

SCHEDULE OF FAIR VALUE MEASUREMENT

Balance at January 1, 2024

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( 46,622,627 )

Balance at March 31, 2024

Balance at June 30, 2024

Balance at January 1, 2023

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Change in fair value

Balance at March 31, 2023

Balance at June 30, 2023

Company used the probability weighted expected return method valuation methodology to determine the fair value of the convertible

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- 36 %), and probability of a future liquidity event ( 85 %

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.

were no transfers between levels during the three months ended March 31, 2024 and 2023.

the Closing, the Company acquired private warrants the fair value of which increased by $ 31,973

between the Closing Date and March 31, 2024.

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.

were no transfers between levels during the six months ended June 30, 2024 and 2023.

Bio Holdings Inc.

TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

the Closing, the Company acquired private warrants the fair value of which decreased by $ 6,815 between the Closing Date and June 30,

Such fair value measurements are Level 3 inputs.

The following table provides a

roll-forward of the aggregate fair values of the warrants.

of Fair Values Of Warrants

The following table provides a roll-forward of the aggregate fair values of the

SCHEDULE OF FAIR VALUES OF WARRANTS

warrant liabilities

Balance at February 15, 2024

Initial fair value at issuance

Change in fair value

Balance at March 31, 2024

Balance at June 30, 2024

June 2024, the Company acquired written call options, the fair value of which decreased by $ 161,786 between the issuance and June 30,

Such fair value measurements are Level 3 inputs.

The following table provides a roll-forward of the aggregate fair values of the

written call options.

Written call option derivative liabilities

Balance at February 15, 2024

Initial fair value at issuance

Change in fair value

Balance at June 30, 2024

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.

of Assets and Liabilities Measured at Fair Value on Recurring Basis

Quoted Prices in Active Markets

Significant Other Observable Inputs

Other Unobservable Inputs

basis at June 30, 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

Derivative warrant liabilities

The Company’s nonrecurring fair value measurements

consist of Series A and Series B Preferred Stock.

Written call option derivative liabilities

Company’s nonrecurring fair value measurements consist of Series A 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 % .

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.

BIO HOLDINGS INC.

TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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 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.

In June 2024, the Company entered into

a Loan Agreement (the “Loan Agreement”) with The Patel Family, LLP (the “Lender”), a related party of the Company,

providing for an unsecured line of credit facility (the “Facility”) for term loans of up to $ 36,000,000 .

The Company used

a Monte Carlo simulation to determine the fair value of the freestanding $ 14,000,000

purchase option and embedded $ 36,000,000 purchase

option associated with the Loan Agreement.

The Monte Carlo simulation methodology simulates the Company’s future

stock price to estimate if and when the Trailing VWAP (as defined below) will reach $ 10.00

per share, and discounts the resulting payoff back to each valuation date using a present value factor.

Significant assumptions

used in determining the fair value of these options include volatility of 72.5 %

and discount rate of 4.94 %.

Income (Loss) Per Share

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

Company computes basic net income (loss) per share by dividing net income (loss) by the weighted-average common stock outstanding during

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.

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ASU 2020-06 and that adoption did not have an impact on its consolidated financial statements and related disclosures.

Bio Holdings Inc.

TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

November 2023, the FASB issued ASU No.

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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,

(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

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.

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.

under GAAP because Tevogen Bio was determined to be the accounting acquirer based upon the terms of the Merger and other factors, including

that following the Merger, former Tevogen Bio (i) equityholders and holders of convertible promissory notes owned approximately 91.0 %

of the Company, (ii) directors constituted the majority (six of seven) of the directors of the Company, and (iii) management held all

key positions of management of the Company.

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.

following table shows the net liabilities acquired in the Merger:

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$ ( 2,883,981 )

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.

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.

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

transaction costs of $ 7,728,681 were incurred in relation to the Merger 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 six months ended June 30, 2024.

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

connection with the Merger, the Company issued Series B Preferred Stock to the Sponsor in return for the Sponsor assuming $ 3,613,000

of liabilities and obligations (“Assumed Liabilities”) of Semper Paratus and Tevogen Bio.

The issuance date fair value of

the Series B Preferred Stock was recorded to Merger transaction costs within the consolidated statements of operations.

All of the issued

Series B Preferred Stock was repurchased by the Company during the three months ended June 30, 2024 in exchange for the Sponsor being

released from their obligation to repay the Assumed Liabilities.

See Note 9 for additional information.

EARNOUT SHARES

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.

Bio Holdings Inc.

TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

EARNOUT SHARES

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

and $ 20.00 ,

respectively, over

any twenty trading days within any thirty consecutive day trading period during the three-year period after 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.

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.

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.

ACCRUED EXPENSES AND OTHER LIABILITIES

2 unchanged sentences

Professional services

NOTES PAYABLE

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.

Loan Agreement

June 6, 2024, the Company entered into the Loan Agreement with the Lender, providing for an unsecured line of credit facility for term loans of up

to $ 36,000,000 .

Under the Facility, the Company may draw up to $ 1,000,000 in term loans per calendar month over a draw period of 36 months.

Each term loan draw will have a maturity date of 48 months and will accrue interest at the lower of (i) daily SOFR plus 2.00 % and (ii)

Interest accrues quarterly and is payable on the three-month anniversary of the draw date.

Interest is payable in shares of common

stock at an effective price of $ 1.50 per share.

Principal may be prepaid prior to the maturity date without penalty, and repayments or prepayments may

be made in cash or common stock at the Company’s election.

Payments of principal in common stock would be made at an effective

price of the greater of $ 1.50 per share and the ten-day trailing volume weighted average price per share of the common stock (the “Trailing

VWAP”) as of the trading day prior to payment.

As an incentive to enter into the Loan Agreement, the Company issued 1,000,000 shares

of common stock to the Lender during June 2024.

Loan Agreement includes a purchase option whereby the Lender has the option to purchase up to $ 14,000,000 of shares of common stock at

a purchase price equal to 70 % of the Trailing VWAP per share (the “$ 14.0 million Purchase Option”).

The $ 14.0 million Purchase

Option only becomes exercisable once Trailing VWAP reaches $ 10.00 per share.

The $ 14.0 million Purchase Option was determined to be a freestanding

derivative liability under ASC 815 and is carried at fair value, with changes in fair value recorded to change in fair value of written

call option derivatives liabilities within the consolidated statements of operations.

Loan Agreement also includes a purchase option (the “Additional Amount Purchase Option”) that is identical to the $ 14.0

million Purchase Option, except that the option is exercisable for an amount up to the then-remaining undrawn term loan amount under

the Loan Agreement at the time Trailing VWAP reaches $ 10.00

The Additional Amount Purchase Option was determined to be an embedded derivative within the written loan commitment that

requires bifurcation under ASC 815, and is carried at fair value with changes in fair value recorded to change in fair value of

written call option derivatives liabilities within the consolidated statements of operations.

$ 14.0 million Purchase Option and the Additional Amount Purchase Option are recorded to written call option derivative liabilities within

the consolidated balance sheet.

Loan Agreement is a written loan commitment that is not eligible for the fair value option under ASC 825, Financial

Instruments .

However, management intends to elect the fair value option for future draws under this commitment, and therefore

has expensed all issuance costs associated with the Loan Agreement, which are comprised of the fair value of the 1,000,000

shares of common stock issued to the Lender of $ 890,000 , as well as the issuance date fair value of $ 105,000 and $ 270,000 for the

million Purchase Option and Additional Amount Purchase Option, respectively.

Bio Holdings Inc.

TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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 June 30, 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.

the Company is therefore in default of its obligations at June 30, 2024.

The notes’ default provisions do not require the

Company to transfer any shares or pay any amounts to Polar.

In May 2024, the Company issued 1,500,000

shares of common stock as loan consideration to Polar under a subscription agreement as a result of the Merger.

STOCK-BASED COMPENSATION

4 unchanged sentences

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.

the 2024 Plan, the Company is authorized to grant awards up to an aggregate 40,000,000

an award under the 2024 Plan with respect to the common stock of the Company (the “Rollover RSUs”).

Such Rollover RSUs remain

subject to the same terms and conditions as set forth under the applicable award agreement prior to the Closing.

addition to covering the Rollover RSUs, 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 2024 Plan provides for the grant of options, stock appreciation rights, restricted stock, restricted stock

units, and other equity-based awards.

As of June 30, 2024, awards fo r 20,651,046 sha res

remained available to be granted under the 2024 Plan.

Company has issued RSUs that are subject to either service-based vesting conditions or service-based and performance-based vesting conditions.

2 unchanged sentences

which is based on a liquidity event condition being satisfied, is deemed probable of achievement.

BIO HOLDINGS INC.

TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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.

the Closing Date, the Company issued an aggregate of 19,348,954 RSUs under the 2024 Plan to the Company’s Chief Executive Officer,

Ryan Saadi (the “Special RSU Award”).

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.

Saadi will automatically forfeit all unvested Restricted Stock in the

event he departs the Company.

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.

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.

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.

Stock and RSU activity was as follows:

OF RESTRICTED STOCK AND RSU ACTIVITY

SCHEDULE OF RESTRICTED STOCK AND RSU ACTIVITY

Service-Based Restricted Stock

Performance-Based RSUs

Weighted average grant-date fair value

Nonvested as of January 1, 2024

( 7,174,362 )

Nonvested as of March 31, 2024

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.

Nonvested as of June 30, 2024

a result of the Merger, the liquidity event performance condition was achieved and therefore compensation cost of $ 1,966,603

the three months ended June 30, 2024 and $ 27,200,090

for the six months ended June 30, 2024 was recognized for the Performance-Based RSUs, of which 1,711,984

shares were issued as of June 30, 2024, and 5,462,378

shares will be issued subsequent to June 30, 2024.

There was $ 83,988,402

of unrecognized compensation cost related to Restricted Stock as of June 30, 2024 which will be expensed over a weighted average

period of 9.6

There was $ 5,138,040

of unrecognized compensation cost related to Performance-Based RSUs as of June 30, 2024, which will be expensed over a weighted

average period of 0.9

Bio Holdings Inc.

TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Company recorded stock-based compensation expense in the following expense categories in the accompanying consolidated statements of

OF STOCK-BASED COMPENSATION EXPENSE

SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE

Three months ended

Six months ended

Research and development

and administrative

stock-based compensation expense was recognized during the three months ended March 31, 2023.

General and administrative

stock-based compensation expense was recognized during the three or six months ended June 30, 2023.

STOCKHOLDERS’ DEFICIT

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:

OF RECONCILIATION OF SHARES OF COMMON STOCK ISSUED AND OUTSTANDING

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.

of June 30, 2024, the Company had 168,826,402 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.

is a reconciliation of shares of common stock issued and outstanding:

SCHEDULE OF RECONCILIATION OF SHARES OF COMMON STOCK ISSUED AND OUTSTANDING

Total shares of common stock legally issued and outstanding

shares to be issued:

Shares issuable to Polar (a)

Vested Performance-Based RSUs from satisfaction of liquidity condition upon the Closing (b)

Vested Performance-Based RSUs from satisfaction of liquidity condition upon the Closing (a)

Shares subject to future vesting:

Issuance of restricted common stock subject to forfeiture

Issuance of restricted common stock subject to forfeiture (b)

( 19,348,954 )

Total shares issued and outstanding

Shares issuable to Polar under a subscription agreement as a result of the Merger.

See Note 7 for additional information.

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

of June 30, 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.

Saadi will automatically forfeit all unvested Restricted Stock granted pursuant to the Special RSU Award in the event he departs the

See Note 8 for additional information on the Special RSU Award.

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.

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.

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

Company is authorized to issue up to 20,000,000 shares of preferred stock, par value $ 0.0001 per share.

A Preferred Stock

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.

Bio Holdings Inc.

TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Preferred Stock

Company is authorized to issue 20,000,000 shares of preferred stock, par value $ 0.0001 per share.

A Preferred Stock

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.

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

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.

Preferred Stock will also participate on an as-converted basis in any regular or special dividends paid to holders of the common

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.

Series A ranks senior to common stock and Series B Preferred Stock (the “Series B”) in liquidation priority.

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.

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

Series A does not have any voting rights.

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 .

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.

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

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 .

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.

A-1 Preferred Stock

2 unchanged sentences

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.

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 June 30, 2024, the investor had paid a non-refundable deposit of $ 3,000,000 towards the Series

A-1 purchase price, and no shares of Series A-1 Preferred Stock were issued or outstanding.

B Preferred Stock

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.

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

Sponsor assuming certain liabilities and obligations of Semper Paratus and Tevogen Bio.

In March 2024, 3,613

shares of Series B were issued in return for the assumption of the Assumed Liabilities.

As the Assumed Liabilities remained unpaid

and the Company was not legally released by the creditors, the liabilities were not extinguished and remained on the Company’s

balance sheet.

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

The Series B was classified as

permanent equity.

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.

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

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.

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.

June 2024, the Company and the Sponsor entered into the Preferred Stock Repurchase Agreement, pursuant to which the Company repurchased

all outstanding Series B in exchange for the release of the Sponsor from its obligations, but no cash

consideration.

The repurchase was recorded as a deemed contribution from a related party and recorded to additional paid-in capital.

As of June 30, 2024, there were no shares of Series B outstanding.

The Assumed Liabilities remain on the Company’s balance sheet at June 30, 2024.

Bio Holdings Inc.

TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Series B does not have any voting rights.

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.

Series B Preferred Stock do not contain any conversion rights.

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 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.

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.

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.

of June 30, 2024, there are 17,249,978 public warrants outstanding.

Placement Warrants

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

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.

the initial purchasers or their permitted transferees, (i) will not be redeemable by the Company and (ii) may be exercised by the holders

on a cashless basis.

As of June 30, 2024, there are 725,000 private placement warrants outstanding.

Note 3 for additional information on the Company’s warrant accounting policy.

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”.

of March 31, 2024, the Sponsor owes the Company $ 158,819 to cover working capital expenses which is presented on the consolidated balance

to the Merger Agreement, the Company incurred $ 2,000,000 in fees to the Sponsor for advisory services (the “Sponsor Advisory Service

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”.

of June 30, 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”.

Note 9 for additional information on the Series B issued to the Sponsor.

BIO HOLDINGS INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Stock-Based Compensation

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.

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 7 for additional information on the Loan Agreement, which provides for an unsecured line of credit facility for term loans of up

to $ 36,000,000 in the aggregate.

Bio Holdings Inc.

TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NET INCOME (LOSS) PER SHARE

The following table sets forth the computation of

basic and diluted income (loss) per share:

OF NET LOSS PER SHARE

Three Months Ended March 31,

following table sets forth the computation of basic and diluted income (loss) per share:

SCHEDULE OF NET LOSS PER SHARE

Three months ended June 30,

Six months ended June 30,

Net income (loss)

$ ( 9,663,447 )

$ ( 22,184,353 )

$ ( 52,940,497 )

Cumulative undeclared Series A dividends

Series B repurchase

Undistributed earnings allocated to participating securities

Net income (loss) attributable to common stockholders

Net income (loss) attributable to common stockholders, basic

$ ( 6,075,379 )

$ ( 22,184,353 )

$ ( 52,940,497 )

Net income (loss)

$ ( 9,663,447 )

$ ( 22,184,353 )

$ ( 52,940,497 )

Cumulative undeclared Series A dividends

Series B repurchase

Convertible promissory note interest

4 unchanged sentences

$ ( 22,184,353 )

$ ( 43,124,798 )

$ ( 52,940,497 )

Weighted average common stock outstanding, basic

4 unchanged sentences

Weighted average common stock outstanding, diluted

Net loss per share attributable to common stockholders - basic and diluted

Net loss per share attributable to common stockholders -

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

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

OF ANTI-DILUTIVE NET LOSS PER SHARE

Net loss per share attributable to common stockholders - diluted

of June 30, 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.

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 shares of common stock 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.

Stock are excluded from the weighted average common stock outstanding pending the achievement of underlying service conditions.

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

Outstanding restricted stock units (a)

4 unchanged sentences

Earnout Shares

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

of June 30, 2024, there were an additional 5,462,378 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.

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.

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.

above table excludes any potentially anti-dilutive shares as a result of the $ 14.0 million Purchase Option and the Additional Amount Purchase

Option (see Note 7).

These are excluded as the number of shares issuable cannot be determined until the conditions for issuance are met

and the share prices are known upon exercise.

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.

Company has evaluated subsequent events and transactions for potential recognition or disclosure from the balance sheet date through

August 14, 2024, the issuance date of these the financial statements and has not identified any additional items requiring disclosure

except as noted below.

July 2024, the Company drew $ 500,000

under the Facility.

This was the Company’s

first draw from the Facility.

In August 2024, the Company drew an additional $ 500,000

under the Facility.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements