Tevogen Inc. 10-Q

Item 1. Financial Statements (Unaudited) TEVOGEN BIO HOLDINGS INC. UNAUDITED CONSOLIDATED BALANCE SHEETS September 30, December 31, 2025 2024 Assets Current assets: Cash $ 1,037,094 $ 1,282,995 Prepaid expenses and other assets 925,821 919,088 Due from related party 158,819 158,819 Total current assets 2,121,734 2,360,902 Property and equipment, net 163,930 296,442 Right-of-use assets - operating leases 1,451,198 228,490 Deferred offering costs 190,923 - Other assets 565,884 575,841 Total assets $ 4,493,669 $ 3,461,675 Liabilities and stockholders’ deficit Current liabilities: Accounts payable $ 3,311,931 $ 5,200,245 Accrued expenses and other liabilities 1,196,644 1,712,396 Operating lease liabilities 327,740 229,063 Notes payable 1,651,000 1,651,000 Due to related party 250,000 250,000 Total current liabilities 6,737,315 9,042,704 Loan agreement 4,400,000 1,000,000 Operating lease liabilities 1,150,476 5,796 Derivative warrant liabilities 29,774 87,180 Total liabilities 12,317,565 10,135,680 Stockholders’ deficit Series A Preferred Stock, $ 0.0001 par value; 2,000 shares authorized; 500 shares issued and outstanding as of September 30, 2025 and December 31, 2024 (liquidation value of $ 2,151,233 at September 30, 2025) 2,799,990 2,799,990 Series C Preferred Stock, $ 0.0001 par value; 1,300 shares authorized; 600 shares issued and outstanding as of September 30, 2025 and December 31, 2024 (liquidation value of $ 6,417,945 at September 30, 2025) 6,000,000 6,000,000 Preferred Stock, value 6,000,000 6,000,000 Common stock, $ 0.0001 par value; 800,000,000 shares authorized; 197,391,411 and 177,991,365 shares issued and outstanding at September 30, 2025 and December 31, 2024 19,740 17,800 Additional paid-in capital 118,339,343 97,893,322 Accumulated deficit ( 134,982,969 ) ( 113,385,117 ) Total stockholders’ deficit ( 7,823,896 ) ( 6,674,005 ) Total liabilities and stockholders’ deficit $ 4,493,669 $ 3,461,675 See accompanying notes to the unaudited consolidated financial statements. 1 TEVOGEN BIO HOLDINGS INC. UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS 2025 2024 2025 2024 Three months ended September 30, Nine months ended September 30, 2025 2024 2025 2024 Operating expenses: Research and development $ 3,110,752 $ 3,260,938 $ 9,005,811 $ 28,196,970 General and administrative 2,618,679 $ 2,824,589 12,524,503 16,004,308 Total operating expenses 5,729,431 6,085,527 21,530,314 44,201,278 Loss from operations ( 5,729,431 ) ( 6,085,527 ) ( 21,530,314 ) ( 44,201,278 ) Interest expense, net ( 62,340 ) ( 12,459 ) ( 124,944 ) ( 168,239 ) Merger transaction costs - - - ( 7,499,353 ) Change in fair value of warrants 64,959 7,613 57,406 14,428 Change in fair value of convertible promissory notes - - - 48,468,678 Change in fair value of written call option derivative liabilities - 206,150 - ( 7,064 ) Loss on issuance of commitment shares - - - ( 890,000 ) Net loss $ ( 5,726,812 ) $ ( 5,884,223 ) $ ( 21,597,852 ) $ ( 4,282,828 ) Net loss attributable to common stockholders, basic and diluted $ ( 5,862,428 ) $ ( 5,909,428 ) $ ( 22,007,715 ) $ ( 864,521 ) Net loss per share attributable to common stockholders, basic and diluted $ ( 0.03 ) $ ( 0.03 ) $ ( 0.12 ) $ ( 0.01 ) Weighted-average common stock outstanding, basic and diluted 196,028,784 170,174,533 187,086,621 160,000,569 See accompanying notes to the unaudited consolidated financial statements. 2 TEVOGEN BIO HOLDINGS INC. UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Deficit Series A Preferred Stock Series B Preferred Stock Series C Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholders’ Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Deficit Balance at January 1, 2025 500 $ 2,799,990 — — 600 $ 6,000,000 177,991,365 $ 17,800 $ 97,893,322 $ ( 113,385,117 ) $ ( 6,674,005 ) Issuance of common stock in settlement of vested restricted stock units — — — — — — 5,902,068 590 ( 590 ) — — Loan agreement interest settled in stock — — — — — — — — 28,269 — 28,269 Capital contribution — — — — — — — — 2,000,000 — 2,000,000 Stock-based compensation — — — — — — — — 7,292,701 — 7,292,701 Net loss — — — — — — — — — ( 10,367,061 ) ( 10,367,061 ) Balance at March 31, 2025 500 $ 2,799,990 — — 600 $ 6,000,000 183,893,433 $ 18,390 $ 107,213,702 $ ( 123,752,178 ) $ ( 7,720,096 ) Issuance of common stock in settlement of vested restricted stock units — — — — — — 9,800,000 980 ( 980 ) — — Capital contribution — — — — — — — — 500,000 — 500,000 Stock-based compensation — — — — — — — — 3,239,333 — 3,239,333 Net loss — — — — — — — — — ( 5,503,979 ) ( 5,503,979 ) Balance at June 30, 2025 500 $ 2,799,990 — — 600 $ 6,000,000 193,693,433 $ 19,370 $ 110,952,055 $ ( 129,256,157 ) $ ( 9,484,742 ) Loan agreement interest settled in stock — — — — — — — — 37,137 — 37,137 Issuance of common stock in settlement of vested restricted stock units — — — — — — 779,737 78 ( 78 ) — — Capital contribution — — — — — — — — 1,000,000 — 1,000,000 Issuance of shares under the sales agreement, net of issuance costs — — — — — — 2,918,241 292 3,105,312 — 3,105,604 Stock-based compensation — — — — — — — — 3,244,917 — 3,244,917 Net loss — — — — — — — — — ( 5,726,812 ) ( 5,726,812 ) Balance at September 30, 2025 500 $ 2,799,990 — — 600 $ 6,000,000 197,391,411 $ 19,740 $ 118,339,343 $ ( 134,982,969 ) $ ( 7,823,896 ) 3 Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Deficit Series A Preferred Stock Series B Preferred Stock Series C Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholders’ Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Deficit Balance at January 1, 2024 — $ — — $ — — — 119,999,989 $ 12,000 $ 5,216,840 $ ( 99,657,737 ) $ ( 94,428,897 ) Issuance of Series A preferred stock 500 2,799,990 — — — — — — — — 2,799,990 Nonrefundable prepaid proceeds towards anticipated Series A-1 preferred stock issuance — — — — — — — — 200,000 — 200,000 Issuance of Series B preferred stock — — 3,613 3,613,000 — — — — — — 3,613,000 Conversion of convertible promissory notes into common stock in connection with merger — — — — — — 10,337,419 1,034 46,621,593 — 46,622,627 Merger, net of redemptions and transaction costs — — — — — — 14,778,056 1,478 ( 2,885,459 ) — ( 2,883,981 ) Issuance of restricted common stock — — — — — — 19,348,954 1,935 ( 1,935 ) — — Issuance of common stock for Sponsor advisory service fee — — — — — — 150,000 15 676,485 — 676,500 Stock-based compensation — — — — — — — — 26,333,249 — 26,333,249 Net income — — — — — — — — — 11,264,842 11,264,842 Balance at March 31, 2024 500 $ 2,799,990 3,613 $ 3,613,000 — $ — 164,614,418 $ 16,462 $ 76,160,773 $ ( 88,392,895 ) $ ( 5,802,670 ) Issuance of commitment shares in connection with the loan agreement — — — — — — 1,000,000 100 889,900 — 890,000 Issuance of common stock in connection with Polar note payable — — — — — — 1,500,000 150 ( 150 ) — — Issuance of common stock in settlement of vested restricted stock units — — — — — — 1,711,984 171 ( 171 ) — — Nonrefundable prepaid proceeds towards anticipated Series A-1 preferred stock issuance — — — — — — — — 2,800,000 — 2,800,000 Repurchase of Series B preferred stock — — ( 3,613 ) $ ( 3,613,000 ) — — — — 3,613,000 — — Stock-based compensation — — — — — — — — 4,142,220 — 4,142,220 Net loss — — — — — — — — — ( 9,663,447 ) ( 9,663,447 ) Balance at June 30, 2024 500 $ 2,799,990 — — — $ — 168,826,402 $ 16,883 $ 87,605,572 $ ( 98,056,342 ) $ ( 7,663,897 ) Balance 500 $ 2,799,990 — — — $ — 168,826,402 $ 16,883 $ 87,605,572 $ ( 98,056,342 ) $ ( 7,663,897 ) Issuance of Series C preferred stock — — — — 400 4,000,000 — — — — 4,000,000 Issuance of common stock in settlement of vested restricted stock units — — — — — — 1,947,462 195 ( 195 ) — — Stock-based compensation — — — — — — — — 3,327,651 — 3,327,651 Net loss — — — — — — — — — ( 5,884,223 ) ( 5,884,223 ) Net income (loss) — — — — — — — — — ( 5,884,223 ) ( 5,884,223 ) Balance at September 30, 2024 500 $ 2,799,990 — — 400 $ 4,000,000 170,773,864 $ 17,078 $ 90,933,028 $ ( 103,940,565 ) $ ( 6,190,469 ) Balance 500 $ 2,799,990 — — 400 $ 4,000,000 170,773,864 $ 17,078 $ 90,933,028 $ ( 103,940,565 ) $ ( 6,190,469 ) See accompanying notes to the unaudited consolidated financial statements. 4 TEVOGEN BIO HOLDINGS INC. UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS 2025 2024 For the nine months ended September 30, 2025 2024 Cash flows from operating activities: Net loss $ ( 21,597,852 ) $ ( 4,282,828 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation expense 132,512 121,657 Stock-based compensation expense 13,776,951 33,803,120 Non-cash interest expense - 171,771 Merger transaction costs - 7,099,353 Change in fair value of convertible promissory notes - ( 48,468,678 ) Loss on Series A Preferred Stock issuance - 799,990 Loss on issuance of commitment shares - 890,000 Change in fair value of warrants ( 57,406 ) ( 14,428 ) Issuance of written call option - - Change in fair value of written call option derivative liabilities - 7,064 Amortization of right-of-use asset 290,899 178,377 Change in operating assets and liabilities: Prepaid expenses and other assets 10,539 ( 365,134 ) Other assets 9,957 ( 68,446 ) Accounts payable ( 1,992,314 ) 2,323,809 Accrued expenses and other liabilities ( 450,346 ) ( 960,172 ) Operating lease liabilities ( 270,250 ) ( 186,499 ) Net cash used in operating activities ( 10,147,310 ) ( 8,951,044 ) Cash flows from investing activities: Net cash used in investing activities - - Cash flows from financing activities: Cash acquired in connection with the reverse recapitalization - 229,328 Proceeds from issuance of Series A Preferred Stock - 2,000,000 Proceeds from issuance of Series C Preferred Stock - 4,000,000 Nonrefundable prepaid proceeds towards anticipated Series A-1 Preferred Stock issuance - 3,000,000 Capital contributions 3,500,000 - Payment of offering costs associated with the sales agreement ( 100,000 ) - Proceeds from issuance of shares under the sales agreement, net of offering costs 3,101,409 - Proceeds from loan agreement 3,400,000 1,000,000 Net cash provided by financing activities 9,901,409 10,229,328 Net (decrease) increase in cash ( 245,901 ) 1,278,284 Cash – beginning of period 1,282,995 1,052,397 Cash – end of period $ 1,037,094 $ 2,330,681 Supplementary disclosure of noncash investing and financing activities: Conversion of convertible promissory notes into common stock in connection with Merger - 46,622,627 Issuance of shares in connection with the loan agreement 65,406 - Repurchase of Series B preferred stock - 3,613,000 Issuance of common stock for net liabilities upon reverse recapitalization, net of transaction costs - ( 3,113,309 ) Right-of-use assets obtained in exchange for operating lease liabilities 1,513,607 - Deferred offering costs in accounts payable and accrued expenses 104,000 - Deferred offering cost amortization 13,077 - See accompanying notes to the unaudited consolidated financial statements. 5 TEVOGEN BIO HOLDINGS INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. NATURE OF BUSINESS Tevogen 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 other disorders. 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. 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. In addition, through the Company’s Tevogen.AI artificial intelligence (“AI”) initiative, it is focused on harnessing the potential of AI to expedite drug development, optimize laboratory processes and clinical trials, unravel complex biological data, improve patient outcomes, and pass on related savings to patients. On February 14, 2024 (the “Closing Date”), pursuant to the Agreement and Plan of Merger dated June 28, 2023 (the “Merger Agreement”) by and among Semper Paratus Acquisition Corporation (“Semper Paratus”), Semper Merger Sub, Inc., a wholly owned subsidiary of Semper Paratus (“Merger Sub”), SSVK Associates, LLC (the “Sponsor”), Tevogen Bio Inc (n/k/a Tevogen Bio Inc.) (“Tevogen Bio”), and Dr. Ryan Saadi, in his capacity as seller representative, Merger Sub merged with and into Tevogen Bio, with Tevogen Bio being the surviving entity and a wholly owned subsidiary of Semper Paratus (the “Merger” and together with the other transactions contemplated by the Merger Agreement, the “Business Combination”), and Semper Paratus was renamed Tevogen Bio Holdings Inc. In connection with the closing of the Business Combination (the “Closing”), the then-outstanding shares of common stock of Tevogen Bio were converted into shares of the common stock of the Company at an exchange ratio of approximately 4.85 shares of Company common stock for each share of Tevogen Bio common stock (the “Exchange Ratio”). See Note 4 for more information on the Business Combination. As discussed in Note 4, the Merger was accounted for as a reverse recapitalization under which the historical financial statements of the Company prior to the Merger are those of Tevogen Bio. All information related to the common stock of Tevogen Bio prior to the Closing and presented in the unaudited consolidated financial statements and notes thereto has been retroactively adjusted to reflect the Exchange Ratio. Following the Merger, the former equity holders and holders of convertible promissory notes of Tevogen Bio held 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 9.0 % of the Company. NOTE 2. DEVELOPMENT-STAGE RISKS AND LIQUIDITY The 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. On July 3, 2025, the Company entered into a Sales Agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners (the “Agent”), pursuant to which the Company may issue and sell from time to time up to $ 50,000,000 of shares of common stock through the Agent as the Company’s sales agent by any method that is deemed to be an “at-the-market” equity offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. Management believes that cash of $ 1,037,094 as of September 30, 2025 and net proceeds through November 12, 2025 of $ 3.9 million pursuant to the Sales Agreement combined with the amounts available under the Loan Agreement (as defined in Note 7) entered into in June 2024 and the remaining commitment for a $ 7,000,000 grant from KRHP 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. The Company does not plan to initiate a clinical trial until additional funding is received. 6 TEVOGEN BIO HOLDINGS INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Management 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. Operations since inception have consisted primarily of organizing the Company, securing financing, developing licensed technologies, performing research, conducting pre-clinical studies and a clinical trial, pursuing related business opportunities, 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 and other 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. NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The summary of significant accounting policies in Note 3 to the Company’s audited consolidated financial statements included in the Annual Report on Form 10-K filed with the SEC on April 2, 2025 have not materially changed, except as reflected in the following: Basis of Presentation These unaudited consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). 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, all adjustments considered necessary for a fair statement of the financial position and results of operations of the Company have been included. Segment Reporting Operating segments are defined as components of an entity for which discrete financial information is both available and regularly reviewed by its chief operating decision maker or decision-making group. The Company views its operations and manages its business in one segment. As part of new requirements under ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), the Company has included enhanced footnotes within its quarterly reporting—see Note 11. Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar, but not identical, assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data; Level 3 Unobservable inputs in which there is little or no market data available and which require the Company to develop its own assumptions that market participants would use in pricing an asset or liability. 7 TEVOGEN BIO HOLDINGS INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Financial instruments recognized at historical amounts in the balance sheets consist of accounts payable and notes payable. The Company believes that the carrying value of accounts payable and notes payable approximates their fair values due to the short-term nature of these instruments. The Company’s recurring fair value measurements consist of the convertible promissory notes prior to the Merger, for which the Company elected the fair value option to reduce accounting complexity, and private warrants after the Merger. Such fair value measurements are Level 3 inputs. The following table provides a roll-forward of the aggregate fair values of the Company’s convertible promissory notes. SCHEDULE OF FAIR VALUE MEASUREMENT Balance at January 1, 2024 $ 94,932,000 Accrued interest expense 159,305 Change in fair value ( 48,468,678 ) Derecognition upon conversion of convertible promissory notes ( 46,622,627 ) Balance at September 30, 2024 $ — The Company used the probability weighted expected return method valuation methodology to determine the fair value of the convertible promissory notes prior to the Merger. Significant assumptions and ranges used in determining the fair value of convertible promissory notes prior to the Merger include volatility ( 80 %), discount rate ( 35 % - 36 %), and probability of a future liquidity event ( 85 % - 95 %). The Company used its stock price on the Closing Date to determine the fair value for the derecognition of the convertible promissory notes upon conversion on the Closing Date. The Company recorded a gain on change in fair value of derivative warrant liabilities of $ 64,959 and $ 57,406 during the three and nine months ended September 30, 2025, respectively. The Company recorded a gain on change in fair value of $ 7,613 and $ 14,428 during the three and nine months ended September 30, 2024, respectively. The change in value during these periods was largely attributable to changes in the price of the underlying common stock and risk-free rates. During the fiscal year ended December 31, 2024, the Company acquired private warrants in connection with the Closing and issued written call options in connection with the Loan Agreement. The fair value of the written call options decreased to $ 0 between their issuance and December 31, 2024, and remained at $ 0 as of September 30, 2025. Accordingly, the written call options are not included in the tables below. Such fair value measurements are Level 3 inputs. The following table provides a roll-forward of the aggregate fair values of the warrants. SCHEDULE OF FAIR VALUES OF WARRANTS Derivative warrant liabilities Balance at January 1, 2024 $ — Initial fair value at issuance 29,000 Change in fair value ( 14,428 ) Balance at September 30, 2024 $ 14,572 Balance at January 1, 2025 $ 87,180 Change in fair value ( 57,406 ) Balance at September 30, 2025 $ 29,774 The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at September 30, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS Level Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Liabilities: Derivative warrant liabilities 3 $ — $ — $ 29,774 There were no transfers between levels during the nine months ended September 30, 2025 and 2024. 8 TEVOGEN BIO HOLDINGS INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS The 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 (“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 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 unaudited consolidated statements of operations during the nine months ended September 30, 2024. The Company used a MCS valuation methodology to determine the fair value of the freestanding $ 14,000,000 purchase option and remaining embedded $ 24,000,000 purchase option associated with the Loan Agreement as of September 30, 2025. 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 78.5 % and discount rate of 4.0 %. At September 30, 2025 and December 31, 2024, the MCS produced a fair value of $ 0 relating to these freestanding and embedded options. 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. Given the Company’s net loss, basic and diluted net loss per share for the three and nine months ended September 31, 2025 and 2024 are the same. Recently Issued Accounting Standards In November 2023, the FASB issued ASU 2023-07, which enhances reportable segment disclosures by requiring disclosures such as significant segment expenses. The main provisions of this update require companies to disclose, on an annual and interim basis, significant segment expenses, segment profit and loss, and other segments items that are regularly provided to the chief operating decision maker (the “CODM”). This update also requires companies to disclose the title and position of the CODM and to explain how the CODM uses the reported segment measures in assessing segment performance and deciding how to allocate resources. The update also requires companies with a single reportable segment to provide all required segment reporting disclosures. This new standard was effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this standard on January 1, 2024 for annual reporting and interim periods beginning in 2025. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which modifies the disclosure requirements for income taxes. This update requires disclosure of tabular statutory to effective rate reconciliation in both percentages and dollars, additional disaggregated rate reconciliation categories and disaggregation of both income taxes paid and income tax expense by jurisdiction. This guidance is effective for annual periods beginning after December 15, 2024. We expect this update to only impact our disclosures with no impact to our results of operations, cash flows and financial condition. In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures, (Subtopic 220-40) (“ASU 2024-03”), which was clarified in January 2025 with ASU 2025-01 (collectively, “ASU 2025-01 and 2024-03”). ASU 2025-01 and 2024-03 improves disclosures regarding the types of expenses included in commonly presented expense captions, including disaggregating the amounts of employee compensation, depreciation and amortization included within each income statement expense caption. This standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the impact of the standard on its consolidated financial statements and disclosures. 9 TEVOGEN BIO HOLDINGS INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS NOTE 4. BUSINESS COMBINATION On the Closing Date, the Company completed the Business Combination described in Note 1. The Merger was accounted for as a reverse recapitalization under GAAP because Tevogen Bio was determined to be the accounting acquirer based upon the terms of the Merger and other factors, including that following the Merger, former Tevogen Bio (i) equity holders 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 unaudited consolidated financial statements and the reported operating results prior to the Merger are those of Tevogen Bio. Immediately after the Merger, there were 164,614,418 shares of the Company’s common stock outstanding. The following table shows the net liabilities acquired in the Merger: SCHEDULE OF NET LIABILITIES ACQUIRED IN MERGER February 14, 2024 Cash $ 229,328 Due from Sponsor 158,819 Prepaid expenses and other assets 2,501 Accounts payable ( 96,175 ) Accrued expenses ( 1,269,126 ) Notes payable ( 1,651,000 ) Derivative warrant liabilities ( 29,000 ) Total net liabilities acquired ( 2,654,653 ) Plus: Merger transaction costs limited to cash acquired ( 229,328 ) Total net liabilities acquired plus transaction costs $ ( 2,883,981 ) Total transaction costs of $ 7,728,681 were incurred in relation to the Business Combination through the Closing Date, of which $ 229,328 were charged directly to equity to the extent of the cash received from the Business Combination, with the balance of $ 7,499,353 charged to Merger transaction costs for the nine months ended September 30, 2024. Former holders of Tevogen Bio common stock and the Sponsor are eligible to receive up to an aggregate of 24,500,000 shares of common stock (“Earnout Shares”) if the volume-weighted average price (the “VWAP”) of the Company’s common stock reaches specified threshold levels during the three-year period commencing on the Closing Date. Refer to Note 5, Earnout Shares, for further details of the earnout arrangement. In connection with the Merger, the Company issued Series B Preferred Stock to the Sponsor 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 unaudited 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. NOTE 5. EARNOUT SHARES Following the Closing, former holders of Tevogen Bio common stock may receive up to 20,000,000 Earnout Shares in tranches of 6,666,667 , 6,666,667 , and 6,666,666 shares of common stock per tranche, respectively. The first, second, and third tranches are issuable if the VWAP per share of the Company’s common stock is greater or equal to $ 15.00 , $ 17.50 , and $ 20.00 , respectively, over any twenty trading days within any thirty consecutive day trading period during the three-year period after the Closing. 10 TEVOGEN BIO HOLDINGS INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 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 of common stock across the entire Sponsor earnout. The Earnout Shares are a form of dividend for holders of Tevogen Bio common stock, and the Earnout Shares earnable by the Sponsor are treated as contingent consideration in a reverse recapitalization. In accordance with ASC 815, the Earnout Shares were considered to be indexed to the Company’s common stock and are classified within permanent equity. NOTE 6. ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses and other liabilities consisted of the following: SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES September 30, December, 31 2025 2024 Professional services $ 956,348 $ 1,309,163 Other 240,296 403,233 Total $ 1,196,644 $ 1,712,396 NOTE 7. DEBT On February 14, 2024, in connection with the consummation of the Business Combination, previously issued promissory notes and accrued interest were automatically converted into an aggregate of 10,337,419 shares of common stock. These debt obligations were retired upon conversion. Loan Agreement In June 2024, the Company entered into a Loan Agreement (the “Loan Agreement”) with The Patel Family, LLP (the “Patel Family”), 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. The Company has settled interest payable through October 16, 2025 through issuance of an aggregate of 109,823 shares of common stock. 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 Patel Family during June 2024. As of December 31, 2024, the Company had drawn $ 1,000,000 from the Facility, with maturity dates in July and August 2028 . The Company drew $ 2,000,000 and $ 1,400,000 during the first and second quarter of 2025, respectively, with maturity dates ranging from February to June 2029 . As of September 30, 2025, the outstanding balance on the Loan Agreement was $ 4,400,000 . As of September 30, 2025, $ 21,000,000 remained available for future financing over the remaining 20 months of the draw period. The Loan Agreement includes a purchase option whereby the Patel Family 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 million Purchase Option”). The $ 14 million Purchase Option only becomes exercisable once Trailing VWAP reaches $ 10.00 per share. The $ 14 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 unaudited consolidated statements of operations and unaudited consolidated statements of cash flows. 11 TEVOGEN BIO HOLDINGS INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS The 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 unaudited consolidated statements of operations and unaudited consolidated statements of cash flows. The $ 14 million Purchase Option and the Additional Amount Purchase Option had a fair value of $ 0 at September 30, 2025 and December 31, 2024. The Loan Agreement is a written loan commitment that is not eligible for the fair value option under ASC 825, Financial Instruments . However, management elected the fair value option for all 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 Patel Family as well as the issuance date fair value of the $ 14 million Purchase Option and Additional Amount Purchase Option. Notes Payable As a result of the Merger, the Company assumed notes payable held by Polar Multi-Strategy Master Fund (“Polar”) for which the proceeds were to be used for working capital purposes by Semper Paratus with an outstanding balance of $ 1,651,000 on the Closing Date and which remain outstanding at September 30, 2025. 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 30, 2025. The notes’ default provisions do not require the Company to transfer any shares or pay any amounts to Polar. NOTE 8. STOCK-BASED COMPENSATION In connection with the Closing, the Company adopted the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan (the “2024 Plan”) and no longer grants awards pursuant to the 2020 Equity Incentive Plan (the “2020 Plan”). Each restricted stock unit (“RSU”) award granted under the 2020 Plan that was outstanding and unvested as of the Closing Date was automatically canceled and converted into an award under the 2024 Plan with respect to the common stock of the Company (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. In addition to covering the Rollover RSUs, under the 2024 Plan, the Company is authorized to grant awards up to an aggregate of 40,000,000 shares of common stock plus an annual increase on the first business day of each calendar year for up to 10 years, which increase was 8,899,568 shares in 2025. The 2024 Plan provides for the grant of options, stock appreciation rights, restricted common stock (“Restricted Stock”), RSUs, and other equity-based awards. As of September 30, 2025, awards for 9,469,839 shares remained available to be granted under the 2024 Plan. The Company has issued RSUs that are subject to either service-based vesting conditions or service-based and performance-based vesting conditions. Compensation expense for service-based RSUs is recognized on a straight-line basis over the vesting period of the award. Compensation expense for service-based and performance-based RSUs (“Performance-Based RSUs”) is recognized when the performance condition, which is based on a liquidity event condition being satisfied, is deemed probable of achievement. On the Closing Date, the Company issued an aggregate of 19,348,954 RSUs under the 2024 Plan to Dr. Saadi (the “Special RSU Award”). Such RSUs immediately converted into shares of Restricted Stock, the restrictions on which lapse in four equal annual installments beginning on February 14, 2031 (“Special RSU Vesting Period”). Pursuant to the terms of the Special RSU Award, Dr. Saadi will be entitled to vote the Restricted Stock, but the shares may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered, subject to forfeit. Dr. Saadi will automatically forfeit all unvested Restricted Stock in the event he departs the Company. The fair value per share for the Special RSU Award was determined to be $ 4.51 per share, equivalent to the Company’s stock price on the Closing Date, resulting in a total grant date fair value of $ 87,263,783 . In accordance with ASC 718, Compensation - Stock Compensation (“ASC 718”), the Company will recognize compensation expense on a straight-line basis from the Closing Date until the completion of the Special RSU Vesting Period. On June 27, 2025, the Company issued an aggregate of 9,250,000 shares of Restricted Stock under the 2024 Plan to the Company’s executive officers, including a grant of 8,000,000 shares of Restricted Stock to Dr. Saadi. The shares of Restricted Stock granted to Dr. Saadi will vest in four equal annual installments beginning on June 27, 2032 and the shares of Restricted Stock granted to each other grantee will vest in three equal annual installments beginning on June 27, 2030 (the “RSA Vesting Period”), subject in each case to the applicable grantee’s continuous service with the Company through the vesting date, and provided that the shares will automatically vest in full in the event of termination due to death or disability. Pursuant to the terms of these awards, the Company’s executive officers are entitled to vote the Restricted Stock, but the shares may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered, subject to automatic forfeit. The Company’s executive officers will automatically forfeit all unvested Restricted Stock in the event they depart the Company for any reason, unless termination of their service triggers accelerated vesting pursuant to the terms of the applicable award agreement or the 2024 Plan. The fair value per share for these awards was determined to be $ 1.24 per share, equivalent to the Company’s stock price on the grant date, resulting in a total grant date fair value of $ 11,470,000 . In accordance with ASC 718, the Company will recognize compensation expense on a straight-line basis from the grant date until the completion of the RSA Vesting Period. 12 TEVOGEN BIO HOLDINGS INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Restricted Stock and RSU activity was as follows: SCHEDULE OF RESTRICTED STOCK AND RSU ACTIVITY Service-Based Restricted Stock and RSUs Shares Weighted average grant-date fair value Nonvested as of January 1, 2025 26,690,254 $ 3.54 Granted 10,099,847 1.25 Vested ( 5,723,022 ) 0.98 Forfeited — — Nonvested as of September 30, 2025 31,067,079 $ 3.27 Service-Based Restricted Stock and RSUs Shares Weighted average grant-date fair value Nonvested as of January 1, 2024 — $ — Granted 20,239,804 4.33 Vested ( 12,000 ) 0.59 Forfeited — — Nonvested as of September 30, 2024 20,227,804 $ 4.33 Performance-Based RSUs Shares Weighted average grant-date fair value Nonvested as of January 1, 2025 1,289,578 $ 3.70 Granted — — Vested ( 1,000,320 ) 3.27 Forfeited — — Nonvested as of September 30, 2025 289,258 5.18 Performance-Based RSUs Shares Weighted average grant-date fair value Nonvested as of January 1, 2024 10,900,128 $ 2.97 Granted — — Vested ( 9,178,656 ) 2.85 Forfeited — — Nonvested as of September 30, 2024 1,721,472 3.19 There was $ 2,950,772 and $ 12,105,980 of compensation cost related to shares of service-based Restricted Stock and service-based RSUs during the three and nine months ended September 30, 2025, respectively. There was $ 86,093,086 of unrecognized compensation cost related to shares of service-based Restricted Stock and service-based RSUs as of September 30, 2025, which will be expensed over a weighted average period of 8.6 years. There was $ 294,145 and $ 1,670,971 of compensation cost related to Performance-Based RSUs during the three and nine months ended September 30, 2025, respectively. There was $ 1,313,938 of unrecognized compensation cost related to Performance-Based RSUs as of September 30, 2025, which will be expensed over a weighted average period of 1.7 years. 13 TEVOGEN BIO HOLDINGS INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS The Company recorded stock-based compensation expense in the following expense categories in the accompanying unaudited consolidated statements of operations: SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE 2025 2024 Three months ended September 30, 2025 2024 Research and development $ 2,036,276 $ 2,185,958 General and administrative 1,208,641 1,141,693 Total $ 3,244,917 $ 3,327,651 2025 2024 Nine months ended September 30, 2025 2024 Research and development $ 5,583,289 $ 24,932,798 General and administrative 8,193,662 8,870,322 Total $ 13,776,951 $ 33,803,120 NOTE 9. STOCKHOLDERS’ DEFICIT Common Stock As of February 15, 2024, the Company’s common stock and warrants began trading on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “TVGN” and “TVGNW,” respectively. As of September 30, 2025, the Company had 197,391,411 shares of common stock issued and outstanding. For accounting purposes related to earnings per share, only shares that are fully vested are considered issued and outstanding. Below is a reconciliation of shares of common stock issued and outstanding: SCHEDULE OF RECONCILIATION OF SHARES OF COMMON STOCK ISSUED AND OUTSTANDING September 30, 2025 Total shares of common stock issued and outstanding 197,391,411 Plus: shares to be issued: Vested RSUs not yet legally settled into common stock (a) 908,300 Less: Shares subject to future vesting: Issuance of restricted common stock subject to forfeiture (b) ( 28,598,954 ) Total shares, net 169,700,757 (a) As of September 30, 2025, there were RSUs that had vested but had not been legally settled into common stock. (b) The Company’s executive officers will automatically forfeit all unvested Restricted Stock in the event they depart the Company. See Note 8 for additional information on the Special RSU Award and awards of Restricted Stock. Prior to the Merger, Tevogen Bio had outstanding shares of voting and non-voting common stock. Upon the Closing, Tevogen Bio’s common stockholders received shares of the Company’s common stock in an amount determined by application of the Exchange Ratio, as discussed in Note 1. Preferred Stock The Company is authorized to issue up to 20,000,000 shares of preferred stock, par value $ 0.0001 per share. Series A Preferred Stock In March 2024, the Company authorized and issued 2,000 and 500 shares, respectively, of Series A Preferred Stock (the “Series A”) to the Patel Family at a price of $ 4,000 per share (the “Series A Original Issue Price”), for gross proceeds of $ 2,000,000 . The Company recorded an expense of $ 799,990 in its unaudited consolidated statements of operations related to issuance of the Series A equal to the fair value of the Series A when issued of $ 5,600 per share less the purchase price of $ 4,000 per share. Dividends Holders of Series A are entitled to receive dividends accruing daily on a cumulative basis payable at a fixed rate of 5 % per annum per share on the Series A Original Issue Price, which rate will automatically increase by 2% every year that the Series A remains outstanding (the “Series A Accruing Dividends”). These dividends become payable when and if declared by the Company. The Series A Preferred Stock will also participate on an as-converted basis in any regular or special dividends paid to holders of the common stock. 14 TEVOGEN BIO HOLDINGS INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Liquidation The 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. Voting The Series A does not have any voting rights. Redemption The holders of Series A are not entitled to redeem their shares outside of the liquidation of the Company or the occurrence of a deemed liquidation event. The Company is entitled to redeem the Series A at a price equal to the Series A Original Issue Price plus any Series A Accruing Dividends accrued but unpaid thereon, if the VWAP of the Company’s common stock exceeds $ 5.00 per share for the twenty days immediately prior to the Company’s call election. Conversion The holders of Series A have the option to convert the Series A into shares of common stock at a ratio equal to the Series A Original Issue Price divided by the Series A Conversion Price, which is initially $ 4.00 per share and is subject to standard antidilution adjustments. Series A-1 Preferred Stock On March 27, 2024, the Company entered into an Amended and Restated Securities Purchase Agreement with the Patel Family covering the issuance of 600 shares of Series A-1 Preferred Stock for a gross purchase price of $ 6,000,000 . The terms of the Series A-1 Preferred Stock are identical to the Series A, except that the cumulative dividends are capped at 15% per annum, and the Series A-1 Issuance Price is defined as $ 10,000 per share. As of September 30, 2025, the Patel Family 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. Series B Preferred Stock In connection with the Closing, the Company entered into an agreement to issue shares of Series B to the Sponsor in return for the Sponsor assuming 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 unaudited consolidated statements of operations. The Series B was classified as permanent equity. On 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 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, 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 $ 0.8 million remains on the Company’s balance sheet at September 30, 2025. 15 TEVOGEN BIO HOLDINGS INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Series C Preferred Stock On August 21, 2024, the Company entered into a securities purchase agreement (the “Series C Agreement”) with the Patel Family, pursuant to which the Patel Family 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 . The 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, 2025. Dividends The 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 Patel Family 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 are payable in shares of Series C or, at the election of the Company, in cash. Liquidation The Series C ranks subordinate to the Series A and Series A-1 Preferred Stock and ranks senior to common stock in liquidation priority. In 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. Voting The Series C does not have any voting rights. Redemption The 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 event. The Company is entitled to redeem the 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. Conversion The shares of Series C are convertible at the election of the holder 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 . Warrants Upon the Closing, 17,975,000 warrants initially issued by Semper Paratus in November 2021, comprising 17,250,000 public warrants sold in the IPO and 725,000 warrants issued in a concurrent private placement, were assumed. Public Warrants The public warrants have an exercise price of $ 11.50 per share, became exercisable on March 15, 2024 , and will expire at 5:00 p.m., New York City time, on February 14, 2029, or earlier upon redemption or liquidation. Warrant holders may, during any period when the Company has failed to maintain an effective registration statement covering the shares of the Company’s common stock issuable upon exercise of the warrants, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended, or another exception. The Company may redeem the public warrants if the Company’s common stock equals or exceeds $18.00 per share for 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the holders of public warrants. As of September 30, 2025, there are 17,386,580 public warrants outstanding. 16 TEVOGEN BIO HOLDINGS INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Private Placement Warrants Each private placement warrant is identical to the public warrants, except that the private placement warrants, so long as they are held by the 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 September 30, 2025, there are 588,398 private placement warrants outstanding. See Note 3 for additional information on the Company’s warrant accounting policy. NOTE 10. RELATED PARTY TRANSACTIONS Transactions with Sponsor Pursuant to the Merger Agreement, the Company incurred $ 2,000,000 in fees to the Sponsor for advisory services (the “Sponsor Advisory Service Fee”). In connection with the Merger and thereafter, the Company and Sponsor agreed that $ 250,000 of the Sponsor Advisory Service Fee is payable in cash, $ 250,000 would be offset against amounts due from the Sponsor, and the remainder of the Sponsor Advisory Service Fee was paid with the 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 unaudited consolidated balance sheets under the line item “Due to related party.” As of September 30, 2025, the Sponsor owes the Company $ 158,819 to cover working capital expenses, which is presented on the unaudited consolidated balance sheets under the line item “Due from related party.” See Note 9 for additional information on the Series B issued to the Sponsor. Stock-Based Compensation In January 2023, the Company issued 40,000 Performance-Based RSUs to the wife of the Company’s chair and chief executive officer for advisory services provided to the Company, and 20,000 Performance-Based RSUs to Mehtaphoric Consulting Inc, a company controlled by the daughter of the Company’s chief financial officer, for information technology services provided to the Company. In connection with the Closing, the performance condition was achieved and therefore compensation cost of $ 800,396 has been recognized. Loan Agreement See Note 7 for additional information on the Loan Agreement with the Patel Family, which provides for an unsecured line of credit facility for term loans of up to an initial amount of $ 36,000,000 in the aggregate. As of September 30, 2025, the facility has remaining available capacity of $ 21,000,000 . Preferred Stock See Note 9 for additional information on the Series A, Series A-1, and Series C Preferred Stock, which were purchased or in the case of the Series A-1 Preferred Stock are subject to purchase by the Patel Family. Consulting Agreement In December 2024, the Company contracted with Dr. Manmohan Patel of The Patel Family LLP to provide advisory services to the Company in support of the Company’s manufacturing development, including but not limited to identifying and developing real estate, establishing quality management processes, attracting and hiring an executive to lead operations, providing medical advice, and addressing government affairs and regulatory matters. In exchange for his consultation services, Dr. Patel was granted 6,000,000 RSUs, of which 2,000,000 immediately vested, and 2,000,000 RSUs vested in both January 2025 and February 2025. CD8 Agreement On April 17, 2025, the Company entered into a Master Services and Facilities Agreement (the “CD8 Agreement”) with CD 8 Technology Services LLC (“CD8”). The Agreement establishes the general terms and conditions under which CD8 would provide the Company with access to specialized manufacturing facilities, including clean rooms and laboratories, as well as related operational services, to support the production of the Company’s cell therapy products. The CD8 Agreement provides that the specific details of these facilities and services, including scope of work, costs, and timelines, will be set out in one or more individual project work orders. The CD8 Agreement has an initial term of 12 months and will automatically renew for additional 12-month periods unless it is terminated in accordance with the terms set forth therein. CD8 is associated with Dr. Patel. KRHP In January 2025, the Company received a grant of $ 2.0 million from KRHP to further our development of off-the-shelf, genetically unmodified precision T cell therapeutics to treat infectious diseases and cancers. In August 2025, the Company received an additional grant of $ 1.0 million from KRHP to advance Tevogen.AI. KRHP is affiliated with the Patel Family. KRHP also committed to provide an additional $ 7.0 million of grant funding to the Company to be used towards the Company’s ongoing operational expenses. Capital Contribution of Dr. Ryan Saadi, CEO On June 30, 2025, Ryan Saadi, the Company’s Chief Executive Officer, provided the Company with a capital contribution of $ 500,000 . 17 TEVOGEN BIO HOLDINGS INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS NOTE 11. SEGMENT REPORTING The Company operates in one operating segment, and therefore one reportable segment, and is focused on the global discovery, development and commercialization of proprietary therapeutics. The Company’s business activities are managed on a consolidated basis through the development and potential commercialization of pharmaceutical products, which are aimed at the global market in the event that products are successful in receiving regulatory approvals. The Company’s determination that it operates as a single operating segment is consistent with the financial information regularly reviewed by the chief operating decision maker for purposes of evaluating performance, allocating resources, setting incentive compensation targets, and planning and forecasting for future periods. The Company’s chief operating decision maker is the Chief Executive Officer. The accounting policies for the Company’s single operating segment are the same as those described in the summary of significant accounting policies. The Company’s single operating segment incurs expenses from the development of TVGN 489, which is designed to target various disease indications, and other product candidates being developed by the Company’s research and development department. The Company has not yet generated revenue in its operating history. For the segment, the chief operating decision maker uses net loss, which is reported on the unaudited consolidated statements of operations as consolidated net loss, to allocate resources (including employees, property, and financial resources), predominantly during the annual budget and forecasting process. The chief operating decision maker also uses consolidated net loss, along with non-financial inputs and qualitative information, to evaluate the Company’s performance, establish compensation, monitor budget versus actual results, and decide the level of investment in the Company’s various research activities. The measure of segment assets is reported on the unaudited consolidated balance sheet as total consolidated assets. NOTE 12. NET LOSS PER SHARE The below table is a reconciliation of net loss attributable to common stockholders. Given the Company’s net loss, basic and diluted net loss per share for the periods ended September 30, 2025 are the same. SCHEDULE OF RECONCILIATION OF NET LOSS Three months ended September 30, 2025 Nine months ended September 30, 2025 Numerator: Net loss $ ( 5,726,812 ) ( 21,597,852 ) Series A cumulative preferred stock dividend ( 24,658 ) ( 74,521 ) Series C cumulative preferred stock dividend ( 110,958 ) ( 335,342 ) Net loss attributable to common stockholders, basic $ ( 5,862,428 ) ( 22,007,715 ) Three months ended September 30, 2024 Nine months ended September 30, 2024 Numerator: Net loss $ ( 5,884,223 ) $ ( 4,282,828 ) Series A cumulative preferred stock dividend ( 25,205 ) ( 51,506 ) Series B repurchase - 3,613,000 Undistributed earnings allocated to participating securities - ( 143,187 ) Net loss attributable to common stockholders, basic $ ( 5,909,428 ) ( 864,521 ) 18 TEVOGEN BIO HOLDINGS INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS The Company excluded the following potential shares from the computation of diluted net loss per share because including them would have had an anti-dilutive effect: SCHEDULE OF ANTI-DILUTIVE NET LOSS PER SHARE 2025 2024 September 30, 2025 2024 Outstanding restricted stock units (a) 2,757,383 2,509,295 Restricted Stock 28,598,954 19,348,954 Public warrants 17,386,580 17,249,978 Private warrants 588,398 725,000 Earnout Shares 24,500,000 24,500,000 Total 73,830,827 63,040,395 (a) As of September 30, 2025 there were an additional 908,300 RSUs that had vested but had not been legally settled into common stock and therefore were included in the basic net loss per share. The above table excludes any potentially anti-dilutive shares as a result of the $ 14 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. NOTE 13. SUBSEQUENT EVENTS The Company has evaluated subsequent events and transactions for potential recognition or disclosure from the balance sheet date through November 14, 2025, the issuance date of the unaudited consolidated financial statements, and has not identified any additional items requiring disclosure except as noted below. Settlement of Accrued Interest under the Loan Agreement On October 27, 2025, the Company issued 47,934 shares of common stock in settlement of interest payable on draws under the Loan Agreement. This issuance settled all accrued interest payable on the Loan Agreement through October 16, 2025. 19