What changed in this filing

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Item 1. Financial Statements

2024-11-19 compared with 2024-08-14 · 369 added, 350 removed, 454 unchanged (61% of the section changed)

3 unchanged sentences

Current assets:

Prepaid expenses and other assets

Due from related party

Prepaid expenses and other

from related party

Total current assets

2 unchanged sentences

Deferred transaction costs

Liabilities and stockholders’ deficit

Liabilities and stockholders’

Current liabilities:

Accounts payable

Accrued expenses and other liabilities

Accrued expenses and other

Operating lease liabilities

Notes payable

Convertible promissory notes

Due to related party

Convertible promissory

Loan agreement

to related party

Total current liabilities

2 unchanged sentences

Derivative warrant liabilities

Written call option derivative liabilities

Written call option derivative

Total liabilities

2 unchanged sentences

2,000 shares authorized;

500 shares issued and outstanding as of June 30, 2024

500 shares issued and outstanding as of September 30, 2024

Series C Preferred Stock, $ 0.0001 par value;

600 shares authorized;

400 shares issued and outstanding as of September 30, 2024

Preferred Stock Value

Common stock, $ 0.0001 par value;

shares authorized;

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

170,773,864 and 119,999,989 shares issued and outstanding at September 30, 2024 and December 31, 2023

Additional paid-in capital

Accumulated deficit

( 103,940,565 )

( 99,657,737 )

Total stockholders’ deficit

Total stockholders’

( 6,190,469 )

( 94,428,897 )

Total liabilities and stockholders’ deficit

Total liabilities and

stockholders’ deficit

accompanying notes to the unaudited consolidated financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF OPERATIONS

Three months ended June 30,

Six months ended June 30,

Operating expenses:

Research and development

General and administrative

Total operating expenses

Loss from operations

and administrative

operating expenses

from operations

( 6,085,527 )

2 unchanged sentences

( 6,833,756 )

Interest income (expense), net

Interest expense, net

Merger transaction costs

1 unchanged sentence

Change in fair value of warrants

Change in fair value of convertible promissory notes

Change in fair value of convertible promissory

( 1,280,000 )

( 49,122,865 )

Change in fair value of written call option derivative liabilities

Loss on issuance of commitment shares

Net income (loss)

Change in fair value of written call option

derivative liabilities

Loss on issuance of commitment

$ ( 5,884,223 )

1 unchanged sentence

$ ( 4,282,828 )

Net income (loss) attributable to common stockholders, basic

$ ( 56,845,448 )

Net loss attributable

to common stockholders, basic

$ ( 5,909,428 )

$ ( 3,904,951 )

Net loss attributable to common stockholders, diluted

$ ( 864,521 )

$ ( 56,845,448 )

Net loss attributable

to common stockholders, diluted

$ ( 5,909,428 )

$ ( 3,904,951 )

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

Net loss per share attributable to common stockholders, diluted

Weighted-average common stock outstanding, basic

Weighted-average common stock outstanding, diluted

$ ( 864,521 )

$ ( 56,845,448 )

Net loss per share attributable

to common stockholders, basic

Net loss per share attributable

to common stockholders, diluted

Weighted-average common

stock outstanding, basic

Weighted-average common

stock outstanding, diluted

accompanying notes to the unaudited consolidated financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

Preferred Stock

A Preferred Stock

B Preferred Stock

C Preferred Stock

Balance at January 1, 2024

1 unchanged sentence

$ ( 94,428,897 )

Issuance of Series A preferred stock

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

Issuance of Series B preferred stock

Conversion of convertible promissory notes into common stock in connection with

Merger, net of redemptions and transaction costs

Issuance of Series A preferred

Nonrefundable prepaid proceeds

towards anticipated Series A-1 preferred stock issuance

Issuance of Series B preferred

Conversion of convertible

promissory notes into common stock in connection with merger

Merger, net of redemptions

and transaction costs

( 2,885,459 )

( 2,883,981 )

Issuance of restricted common stock

Issuance of common stock for Sponsor advisory service fee

Issuance of restricted

Issuance of common stock

for Sponsor advisory service fee

Stock-based compensation

2 unchanged sentences

$ ( 5,802,670 )

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

Issuance of commitment

shares in connection with the unsecured equity line of credit facility

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

Contribution from related

$ ( 3,613,000 )

5 unchanged sentences

$ ( 7,663,897 )

Series A Preferred Stock

Series B Preferred Stock

Issuance of Series C preferred

Issuance of preferred

Issuance of common stock

in settlement of vested restricted stock units

Stock-based compensation

( 5,884,223 )

Balance at September

$ ( 103,940,565 )

$ ( 6,190,469 )

A Preferred Stock

B Preferred Stock

C Preferred Stock

Balance at January 1, 2023

8 unchanged sentences

( 22,184,353 )

Balance at June 30, 2023

$ ( 92,120,554 )

$ ( 86,891,714 )

Net income (loss)

$ ( 92,120,554 )

$ ( 86,891,714 )

Balance at June 30, 2023

( 3,904,951 )

2 unchanged sentences

( 3,904,951 )

Balance at September

$ ( 96,025,505 )

$ ( 90,796,665 )

$ ( 96,025,505 )

$ ( 90,796,665 )

accompanying notes to the unaudited consolidated financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months ended June 30,

Cash flows from operating activities:

Net income (loss)

the nine months ended September 30,

Cash flows from operating

$ ( 4,282,828 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:

$ ( 56,845,448 )

Adjustments to reconcile

net loss to net cash used in operating activities:

Depreciation expense

Stock-based compensation expense

Stock-based compensation

Non-cash interest expense

Merger transaction costs

Change in fair value of convertible promissory notes

Change in fair value of

convertible promissory notes

( 48,468,678 )

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

Change in operating assets and liabilities:

Prepaid expenses and other assets

Loss on Series A Preferred

Stock issuance

Loss on issuance of commitment

Change in fair value of

written call option derivative liabilities

Amortization of right-of-use

Change in operating assets

and liabilities:

Prepaid expenses and other

Accounts payable

Accrued expenses and other liabilities

Operating lease liabilities

Net cash used in operating activities

Accrued expenses and other

lease liabilities

cash used in operating activities

( 8,951,044 )

( 6,194,646 )

Cash flows from investing activities:

Purchases of property and equipment

Net cash used in investing activities

Cash flows from financing activities:

Cash acquired in connection with the reverse recapitalization

Proceeds from issuance of Series A Preferred Stock

Nonrefundable prepaid proceeds towards anticipated Series A-1 Preferred Stock Issuance

Proceeds from issuance of convertible promissory notes

Net cash provided by financing activities

Cash flows from investing

of property and equipment

cash used in investing activities

Cash flows from financing

Cash acquired in connection

with the reverse recapitalization

Proceeds from issuance

of Series A Preferred Stock

Proceeds from issuance

of Series C Preferred Stock

Nonrefundable prepaid proceeds

towards anticipated Series A-1 Preferred Stock Issuance

Proceeds from loan agreement

Payments of deferred transaction

from issuance of convertible promissory notes

cash provided by financing activities

Net increase (decrease) in cash

( 2,877,646 )

Cash – beginning of period

Cash – end of period

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

Repurchase of Series B preferred stock

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

transaction costs

Cash – beginning

Cash – end of

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

Repurchase of Series B

preferred stock

Issuance of common stock

for net liabilities upon reverse recapitalization, net of transaction costs

( 3,113,309 )

4 unchanged sentences

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.

the power of CD8+ cytotoxic T lymphocytes to develop off-the-shelf, precision T cell therapeutics for the treatment of infectious diseases

The Company’s precision T cell technology, 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.

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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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 June 30, 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 $ 1,135,390

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.

Company has generally incurred losses and negative cash flows from operations since inception.

The Company anticipates incurring additional

losses until such time, if ever, that it can generate significant sales from its product candidates currently in development.

believes that cash of $ 2,330,681 as of September 30, 2024, the $ 2,000,000 received for the sale of Series C Preferred Stock subsequent

to September 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 an initial 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

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

regularly evaluates different strategies to obtain funding for operations for subsequent periods.

These strategies may include but are

not limited to private placements of securities, licensing and/or marketing arrangements, partnerships with other pharmaceutical or biotechnology

companies, and public offerings of securities.

The Company may not be able to obtain financing on acceptable terms and the Company may

not be able to enter into strategic alliances or other arrangements on favorable terms.

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 sufficient 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 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.

research, conducting pre-clinical studies and a clinical trial, and pursuing and completing the Business Combination.

The Company is

subject to risks associated with any specialty biotechnology company that requires considerable expenditures for research and development.

The Company’s research and development projects may not be successful, products developed may not obtain necessary regulatory approval,

and any approved product may not 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.

26 unchanged sentences

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, 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

the Merger, the fair value of the Series A Preferred Stock, Series B Preferred Stock, and Series C 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 expenses.

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”).

purchase options issued in connection with the Company’s debt agreements 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

Each type of purchase option is then assessed for equity or liability classification under ASC 815.

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.

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

10 unchanged sentences

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.

(the “IPO”) in accordance with ASC 815 and 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,

39 unchanged sentences

( 48,468,678 )

Derecognition upon conversion of convertible promissory notes

Derecognition

upon conversion of convertible promissory notes

( 46,622,627 )

Balance at June 30, 2024

Balance at September

Balance at January 1, 2023

1 unchanged sentence

Accrued interest expense

Change in fair value

Balance at June 30, 2023

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 %

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.

in fair value

Balance at September

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 %).

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 nine months ended September 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,

the Closing, the Company acquired private warrants, the fair value of which decreased by $ 14,428 between the Closing Date and September

In June 2024, the Company acquired written call options, the fair value of which decreased by $ 367,936 between the issuance

and September 30, 2024.

Such fair value measurements are Level 3 inputs.

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

The following table provides a roll-forward of the aggregate

fair values of the warrants and the written call option derivative liabilities.

SCHEDULE OF FAIR VALUES OF WARRANTS

warrant liabilities

Balance at February 15, 2024

Initial fair value at issuance

Change in fair value

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

value at issuance

in fair value

Balance at September

following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring

basis at June 30, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

basis at September 30, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair

SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS

Active Markets

Observable Inputs

Inputs (Level 3)

Derivative warrant liabilities

2 unchanged sentences

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

The Company determined the fair value of Series A Preferred Stock using a Monte Carlo Simulation (“MCS”).

Key inputs utilized

in the MCS 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

1 unchanged sentence

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 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.

its estimated fair value was recognized as general and administrative expense on the consolidated statements of operations during the

three months ended March 31, 2024.

Company used a MCS valuation methodology to determine the fair value of the freestanding $ 14,000,000 purchase option and remaining embedded

$ 33,000,000 purchase option associated with the Loan Agreement as of September 30, 2024.

The MCS 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 78.6 % and discount rate of 3.9 %.

Loss Per Share

Company computes basic net loss per share by dividing net loss by the weighted-average common stock outstanding during the period.

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 loss per share by dividing the net 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.

Issued Accounting Standards

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OF NET LIABILITIES ACQUIRED IN MERGER

February 14, 2024

Due from Sponsor

8 unchanged sentences

( 2,654,653 )

Merger transaction costs limited to cash acquired

Total net liabilities acquired plus transaction costs

Merger transaction

costs limited to cash acquired

Total net liabilities

acquired plus transaction costs

$ ( 2,883,981 )

1 unchanged sentence

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.

the nine months ended September 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

16 unchanged sentences

any thirty consecutive day trading period during the three-year period after the Closing.

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 of common stock 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.

Bio Holdings Inc.

TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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.

ACCRUED EXPENSES AND OTHER LIABILITIES

2 unchanged sentences

Professional services

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)

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 an initial total of $ 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) 7.00 %.

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.

payable in shares of common stock at an effective price of $ 1.50 per share.

Principal may be prepaid at any time 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 inducement to enter into the Loan

Agreement, the Company issued 1,000,000 shares of common stock to the Lender during June 2024.

As of September 30, 2024, the Company

has drawn $ 1,000,000 from the Facility with a remaining $ 33,000,000 available for future financing over the remaining 33 months.

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

4 unchanged sentences

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.

call option derivatives liabilities within the consolidated statements of operations and consolidated statements of cash flows.

Loan Agreement also includes a purchase option (the “Additional Amount Purchase Option”) that is identical to the $ 14 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 per share.

The Additional Amount Purchase Option was determined to be an embedded

derivative within the written loan commitment that requires bifurcation under ASC 815, and thus 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

and consolidated statements of cash flows.

$ 14 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.

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 as well as the issuance date fair value of the $ 14 million Purchase Option and Additional Amount Purchase Option.

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 September 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 September

The notes’ default provisions do not require the Company to transfer any shares or pay any amounts to Polar.

the Company issued 1,500,000 shares of common stock as loan consideration to Polar.

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 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

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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.

As of September 30, 2024, awards for 19,760,196 shares remained available to be granted under the

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

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SCHEDULE OF RESTRICTED STOCK AND RSU ACTIVITY

Service-Based Restricted Stock

Performance-Based RSUs

Service-Based

Restricted Stock and RSUs

Performance-Based

Nonvested as of January 1, 2024

( 9,178,656 )

Nonvested as of June 30, 2024

Nonvested as of September 30, 2024

a result of the Merger, the liquidity event performance condition was achieved and therefore compensation cost of $ 1,119,315

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.

for the three months ended September 30, 2024 and $ 28,319,404

for the nine months ended September 30, 2024 was recognized for the Performance-Based RSUs, of which 3,532,446

shares were issued and outstanding as of September 30, 2024, and 5,646,210

shares will be issued subsequent to September 30, 2024.

There was $ 82,222,657

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

of unrecognized compensation cost related to Service-Based Restricted Stock and RSUs as of September 30, 2024, which will be

expensed over a weighted average period of 9.0

There was $ 4,018,725

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

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

average period of 0.7

3 unchanged sentences

SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE

Three months ended

Six months ended

Research and development

General and administrative

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

stock-based compensation expense was recognized during the nine months ended September 30, 2023.

STOCKHOLDERS’ DEFICIT

1 unchanged sentence

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.

of September 30, 2024, the Company had 170,773,864 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

Total shares of common stock legally

issued and outstanding

shares to be issued:

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

Vested RSUs not yet legally settled into common stock (a)

Shares subject to future vesting:

Issuance of restricted common stock subject to forfeiture (b)

of restricted common stock subject to forfeiture (b)

( 19,348,954 )

Total shares issued and outstanding

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.

Total shares issued

and outstanding

As of September 30, 2024,

there were RSUs that had vested 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 Company.

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.

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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

to an investor at a price of $ 4,000 per share (the “Series A Original Issue Price”), for gross proceeds of $ 2,000,000 .

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

4 unchanged sentences

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.

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

Bio Holdings Inc.

TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Series A ranks senior to common stock and Series C Preferred Stock 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.

Series A does not have any voting rights.

11 unchanged sentences

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

As of September 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 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 was classified as

permanent equity.

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 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.

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 was classified as permanent equity.

June 15, 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

all outstanding Series B in exchange for the release of the Sponsor from its obligations related to the Assumed Liabilities, 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.

As of June 30, 2024, there were no shares of Series B outstanding, and on August 9, 2024, the Company filed a Certificate of Elimination

to eliminate the Series B.

Although the Company was not legally released by the creditors, the Company has made payments towards the

Assumed Liabilities and approximately $ 2.6 million remains on the Company’s balance sheet at September 30, 2024.

C Preferred Stock

August 21, 2024, the Company entered into a securities purchase agreement (the “Series C Agreement”) with an investor, pursuant

to which the investor purchased 600 shares of Series C Preferred Stock (the “Series C”) of the Company at a price of $ 10,000

per share (the “Series C Original Issue Price”), for gross proceeds of $ 6,000,000 .

Series C is subject to a call right providing the Company the right to call the stock at any time after the fifth anniversary of the

date of issuance.

The Company also agreed that so long as the Series C is outstanding, the Company will not, without the written consent

of the holders of 50.1% of the Series C, amend, alter, or repeal any provision of the Company’s certificate of incorporation or

bylaws in a manner adverse to the Series C.

Assessed under accounting guidance within ASC 480 and ASC 815, as the Series C is unregistered

and without mandatory redemption features, the Series C is classified within equity at issued face value as of September 30, 2024.

Bio Holdings Inc.

TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Series C carries an annual 7.5 % cumulative dividend, compounded annually, beginning on the later of (1) September 30, 2024 and (2) the

date on which the investor has paid the entirety of the purchase price under the Series C Agreement and ending on the last business day

of the calendar quarter ending September 30, 2034 (the “Series C Accruing Dividends”).

Dividends will be payable in shares

of Series C or, at the election of the Company, in cash .

Series C ranks subordinate to the Series A and Series A-1 Preferred Stock and ranks senior to common stock in liquidation priority.

the event of a liquidation of the Company, or certain deemed liquidation events, the Series C is redeemable for a price equal to the

greater of the Series C Original Issue Price plus all Series C Accruing Dividends that are unpaid through the redemption date, or such

asset amount as would have been payable had the Series C converted into shares of common stock immediately before the liquidation or

deemed liquidation event.

Series C does not have any voting rights.

holders of Series C 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 C at a price equal to the Series C Original Issue Price plus any Series C Accruing

Dividends accrued but unpaid thereon, subject to the conversion right described below.

shares of Series C will be convertible at the election of the holder, beginning six months after the date of issuance, into shares of

common stock at a conversion price equal to the volume-weighted average price of the Common Stock for the 30 trading days immediately

prior to the exercise of the holder’s conversion option, subject to a floor price of $ 0.6172 .

the Closing, 17,975,000 warrants initially issued by Semper Paratus in November 2021, comprising 17,250,000 public warrants sold in the

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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.

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

Placement Warrants

2 unchanged sentences

on a cashless basis.

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

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

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

Bio Holdings Inc.

TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

RELATED PARTY TRANSACTIONS

5 unchanged sentences

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”.

of September 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.

5 unchanged sentences

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.

to an initial amount of $ 36,000,000 in the aggregate.

Bio Holdings Inc.

TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NET INCOME (LOSS) PER SHARE

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, 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

Convertible promissory note change in fair value

( 48,468,678 )

Net loss attributable to common stockholders, diluted

$ ( 6,075,379 )

$ ( 22,184,353 )

$ ( 43,124,798 )

$ ( 52,940,497 )

Weighted average common stock outstanding, basic

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

Weighted average common stock outstanding, basic

Effect of potentially dilutive convertible promissory notes

Total potentially dilutive securities

Weighted average common stock outstanding, diluted

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.

NET LOSS PER SHARE

The Company computes basic net loss per share by dividing net loss by the

weighted-average common stock outstanding during the period.

The Company computes diluted net loss per share by dividing the net loss

by the sum of the weighted-average number of common stock outstanding during the period, plus the potential dilutive effects, if any,

of unvested shares of common stock and the convertible promissory notes on an as-converted basis.

Given the Company’s net loss,

the impact of the unvested shares of common stock and the convertible promissory notes are anti-dilutive, and basic and diluted net loss

per share for the three and nine months ended September 30, 2024 and 2023 are the same.

Company excluded the following potential shares from the computation of diluted net loss per share because including them would have

1 unchanged sentence

SCHEDULE OF ANTI-DILUTIVE NET LOSS PER SHARE

Outstanding restricted stock units (a)

Outstanding restricted stock units

Restricted Stock

3 unchanged sentences

Earnout Shares

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.

of September 30, 2024 there were an additional 5,651,210 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.

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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

November 19, 2024, the issuance date of these 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.

C Preferred Stock

October 25, 2024, the Company received $ 2,000,000 from the sale of shares of its Series C Preferred Stock and issued 200 shares of Series

C Preferred Stock pursuant to its securities purchase agreement dated August 21, 2024.

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