What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-31 compared with 2025-04-02 · 489 added, 419 removed, 830 unchanged (52% of the section changed)

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controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025.

Based on such evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2024, our disclosure

controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described

As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance

Accordingly, notwithstanding such material weaknesses, management has concluded that our consolidated financial statements

included in this Annual Report present fairly, in all material respects, our financial condition, results of operations and cash flows

at and for the periods presented in accordance with U.S.

Based on such evaluation,

the Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, our disclosure controls and procedures

were not effective due to the material weakness in internal control over financial reporting described below.

As a result, we performed

additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with GAAP.

Accordingly, notwithstanding

such material weakness, management has concluded that our consolidated financial statements included in this Annual Report present

fairly, in all material respects, our financial condition, results of operations and cash flows at and for the periods presented in accordance

generally accepted accounting principles.

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reporting includes those policies and procedures that:

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of our Company,

reasonable assurance that transactions are recorded as necessary to permit preparation of

financial statements in accordance with GAAP, and that our receipts and expenditures are

being made only in accordance with authorizations of our management and directors, and

reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use or disposition of our assets that could have a material effect on the financial statements.

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the

assets of our Company,

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors,

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that

could have a material effect on the financial statements.

management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth

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Based on this assessment, our management concluded that we did not maintain effective internal control over financial reporting as of

December 31, 2024, due to the material weaknesses in our internal control over financial reporting related to not maintaining a sufficient

complement of personnel commensurate with accounting and reporting requirements resulting in inadequate segregation of duties over the

preparation, review and posting of manual journal entries to the general ledger, and in not having a sufficient risk assessment process

December 31, 2025, due to the material weakness in our internal control over financial reporting related to not having a sufficient risk assessment process

to identify and analyze risks of misstatement due to error and/or fraud.

to Address the Material Weaknesses

continue to evaluate steps and measures to remediate our material weaknesses, including the potential hiring of additional accounting

of the Material Weaknesses

prior years, our management concluded that we did not maintain effective internal control over financial reporting due to the material

weakness in our internal control over financial reporting related to not maintaining a sufficient complement of personnel commensurate

with accounting and reporting requirements resulting in inadequate segregation of duties over the preparation, review and posting of

manual journal entries to the general ledger.

In order to remediate such material weakness, we enhanced our processes to include independent

review of manual journal entries.

We believe these actions remediated this material weakness during the year ended December 31, 2025.

material weakness in our internal control over financial reporting related to not having a sufficient risk assessment process to identify

and analyze risks of misstatement due to error and/or fraud has not been remediated.

continue to evaluate steps and measures to remediate our material weakness, including the potential hiring of additional accounting

personnel with appropriate expertise in accounting and reporting under U.S.

generally accepted accounting principles (“GAAP”)

and SEC regulations in order to better align with segregation of duties and perform appropriate risk assessment procedures to evaluate

and SEC regulations in order to perform appropriate risk assessment procedures to evaluate

risks of material misstatement.

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in Internal Control over Financial Reporting

Other than as described above, there

were no changes in our internal controls over financial reporting during the quarter ended December 31, 2025 that have materially affected,

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Trading Arrangements

the three months ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a

“Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a)

of Regulation S-K.

the three months ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted

or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined

in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.

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Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on February 14, 2024 (File No.

Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on February 14, 2024 (File No.

Certificate of Amendment to the Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on March 4, 2026 (File No.

Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on April 25, 2025 (File No.

Certificate of Designation of Series A Preferred Stock of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on March 21, 2024 (File No.

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333-260113) filed with the SEC on October 7, 2021)

Description of Securities

Description of Securities (incorporated by reference to Exhibit 4.3 to the Annual Report on Form 10-K filed with the SEC on April 2, 2025 (File No.

Service Agreement, dated as of April 15, 2022, between Tevogen Bio Inc and CIC Innovation Communities, LLC (incorporated by reference to Exhibit 10.15 to Amendment No.

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333-274519) filed with the SEC on November 22, 2023)

Amendment No.

1 to the Lease Agreement, dated as of May 30, 2025, between Mitsui Sumitomo Insurance Company of America and Tevogen Bio Inc.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June 3, 2025 (File No.

Subscription Agreement, dated May 3, 2023, by and among Semper Paratus Acquisition Corporation, Semper Paratus Sponsor LLC and Polar Multi-Strategy Master Fund (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 9, 2023 (File No.

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2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed with the SEC on February 14, 2024 (File No.

Amendment No.

1 to the Tevogen Bio Holdings Inc.

2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on February 25, 2026 (File No.

Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-8 (Registration No.

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and The Patel Family, LLP (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June 11, 2024 (File No.

Sales Agreement, dated July 3, 2025, by and between Tevogen Bio Holdings Inc.

and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the SEC on July 3, 2025 (File No.

Tevogen Bio Holdings Inc.

Insider Trading Policy

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K filed with the SEC on April 2, 2025 (File No.

Subsidiary of the Registrant

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have audited the accompanying consolidated balance sheets of Tevogen Bio Holdings Inc.

and subsidiaries (the Company) as of December

and subsidiary (the Company) as of December

31, 2025 and 2024, the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the

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Philadelphia,

April 2, 2025

BIO HOLDINGS INC.

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Notes payable

Convertible promissory notes

Due to related party

Total current liabilities

Convertible promissory notes

Loan agreement

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Stockholders’ deficit

Series A Preferred Stock, $ 0.0001

Series A Preferred Stock, $ 0.0001 par value;

2,000 shares authorized;

shares issued and outstanding as of December 31, 2024 (liquidation value of $ 2,076,712 at December 31, 2024)

Series C Preferred Stock, $ 0.0001

500 shares issued and outstanding as of December 31, 2025 and December 31, 2024 (liquidation value of $ 2,176,712 and December 31, 2025)

Series C Preferred Stock, $ 0.0001 par value;

1,300 shares authorized;

shares issued and outstanding as of December 31, 2024 (liquidation value of $ 6,082,603 at December 31, 2024)

600 shares issued and outstanding as of December 31, 2025 and December 31, 2024 (liquidation value of $ 6,532,603 at December 31, 2025)

Preferred stock, value

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800,000,000 shares authorized;

177,991,365 and 119,999,989 shares issued and outstanding at December 31, 2024 and December 31, 2023

4,020,746 and 3,559,827 shares issued and outstanding at December 31, 2025

Additional paid-in capital

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Interest expense, net

( 1,206,352 )

Merger transaction costs

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Change in fair value of convertible promissory notes

( 50,428,303 )

Loss on issuance of commitment shares

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$ ( 13,727,380 )

Net loss attributable to common

stockholders, basic and diluted

Net loss attributable to common stockholders, basic and diluted

$ ( 26,825,432 )

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Additional Paid-in

Total Stockholders’ Deficit

Total Stockholders’

Balance at January 1, 2024

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$ ( 94,428,897 )

( 60,477,680 )

Balance at December 31, 2023

$ ( 99,657,737 )

$ ( 94,428,897 )

$ ( 99,657,737 )

$ ( 94,428,897 )

Issuance of Series A preferred stock

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$ ( 6,674,005 )

Issuance of common stock in settlement of vested restricted stock units

Loan agreement interest settled in stock

Capital contribution

Stock-based compensation

Issuance of shares under the sales agreement, net of issuance costs

( 26,275,432 )

Balance at December 31, 2025

$ 122,625,431

$ ( 139,660,549 )

$ ( 8,234,726 )

accompanying notes to the consolidated financial statements.

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Accounts payable

( 1,964,118 )

Accrued expenses and other liabilities

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

Payments of deferred transaction costs

Proceeds from issuance of convertible promissory notes

Payment of offering costs associated with the sales agreement

Proceeds from issuance of shares under the sales agreement, net of offering costs

Capital contribution

Net cash provided by financing activities

Net increase (decrease) in cash

( 4,431,868 )

Net (decrease) increase in cash

Cash - beginning of period

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Supplementary disclosure of noncash investing and financing activities:

Reverse recapitalization transaction fees included in accrued expenses and other liabilities

Issuance of shares in connection with the loan agreement

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

Repurchase of Series B preferred stock

( 3,613,000 )

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

Right-of-use assets obtained in exchange for operating lease liabilities

Deferred offering costs in accounts payable and accrued expenses

Deferred offering cost amortization

Receivables from issuance of shares under the sales agreement

accompanying notes to the consolidated financial statements.

TEVOGEN BIO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL

BIO HOLDINGS INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

NATURE OF BUSINESS

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ambulatory, high-risk adult COVID-19 patients, and has other product candidates in its pipeline.

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.

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

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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”).

Bio, were converted into shares of the common stock of the Company at an exchange ratio of approximately 0.097 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

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of the Company.]

March 6, 2026, the Company effected a reverse stock split at a ratio of 1-for-50 shares of its common stock.

As a result, every fifty

shares of the Company’s issued and outstanding common stock were automatically combined into one share.

The reverse stock split

affected all stockholders uniformly and did not alter any stockholder’s percentage ownership interest in the Company.

fractional shares were issued as a result of the reverse stock split and the split did not impact the par value of the Company’s

common stock.

Any fractional shares that would otherwise have resulted from the reverse stock split were rounded down to the next whole

the reverse stock split occurred subsequent to the period ended December 31, 2025, the accompanying consolidated financial statements

and footnotes have been adjusted to reflect the impact of the reverse stock split as though it had occurred in all periods presented.

BIO HOLDINGS INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

DEVELOPMENT-STAGE RISKS AND LIQUIDITY

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

The Company anticipates incurring additional

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

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 $ 552,372

as of December 31, 2024, the amounts available under the Loan Agreement entered into in June 2024 (as defined in Note 8), and the

commitment for an $ 8,000,000 grant from KRHP LLC, a New Jersey limited liability company (“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

consolidated financial statements.

Subsequent to December 31, 2024, the Company received a grant of $ 2,000,000

from KRHP and drew $ 1,000,000

in each of February 2025 and in March 2025 under the Loan Agreement.

The grant funding may not be used for repayment of existing

debt obligations and does not include any requirement to repay the investor or to issue equity in consideration of the funding.

has committed to provide an additional $ 8,000,000 of grant funding to the Company to be used towards the Company’s ongoing

operational expenses.

The grant funding will be used to satisfy the Company’s obligations as they come due through March 31,

as of December 31, 2025 and net proceeds of $0.9 million received from sales of Common Stock under the Sales agreement

subsequent to December 31, 2025, combined with the

amounts available under the Loan Agreement (as defined in Note 8) 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 consolidated financial statements.

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

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and is largely dependent on the services of its employees and consultants.

TEVOGEN BIO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL

BIO HOLDINGS INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

TEVOGEN BIO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL

BIO HOLDINGS INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

the result of the Merger, the Company accounts for its warrants originally sold as part of Semper Paratus’s initial public offering

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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

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,

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Balance at January 1, 2024

Initial fair value at issuance

Accrued interest expense

Change in fair value

Balance at December 31, 2023

Accrued interest expense

Change in fair value

( 48,468,678 )

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Balance at December 31, 2024

TEVOGEN BIO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL

BIO HOLDINGS INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

were no transfers between levels during the years ended December 31, 2025 and 2024.

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to the Merger include 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 derecognition of the convertible promissory notes

upon conversion on the Closing Date.

the Closing, the Company acquired private warrants, the fair value of which increased by $ 58,180 between

the Closing Date and December 31, 2024 primarily due to changes in the market value of the Company’s common shares.

In June 2024,

the Company issued written call options in connection with the Loan Agreement, the fair value of which decreased by $ 375,000 between

the issuance and December 31, 2024.

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.

Company recorded a gain on change in fair value of derivative warrant liabilities of $ 60,701 during year ended December 31, 2025.

Company recorded a loss on change in fair value $ 58,180 during the year ended December 31, 2024.

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 December 31, 2025.

Such fair value measurements are Level 3 inputs.

The following table provides a roll-forward of the

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

The following table provides a roll-forward of the aggregate

fair values of the warrants.

SCHEDULE OF FAIR VALUES OF WARRANTS

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Balance at December 31, 2024

Change in fair value

Balance at December 31, 2025

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

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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 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 $ 30,000,000 purchase option associated with the Loan Agreement as of December 31, 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 78.3 % and discount rate of 4.3 %.

At December 31, 2024, the MCS produced

a fair value of $ 0 relating to these freestanding and embedded options.

TEVOGEN BIO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL

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 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

$ 30,000,000 purchase option associated with the Loan Agreement as of December 31, 2024.

The MCS methodology simulates the Company’s

future stock price to estimate if and when the Trailing VWAP (as defined below) will reach $ 500.00 per share (as adjusted for the March

2026 stock split), 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 volatilities of 75.0 % and 78.3 % and discount rates of 3.5 % and 4.3 % for

the years ended December 31, 2025 and 2024, respectively.

At December 31, 2025 and December 31, 2024, the MCS produced a fair value of

$0 relating to these freestanding and embedded options.

BIO HOLDINGS INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

Company considers all highly liquid financial instruments with a maturity date of 90 days or less when purchased to be cash equivalents.

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Repairs and maintenance, which do not extend the useful lives of the related assets, are expensed as incurred.

OF PROPERTY AND EQUIPMENT USEFUL LIFE

Estimated Useful Lives

Computer software

Leasehold improvements

Office equipment

Furniture and fixtures

SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIFE

Company reviews the carrying value of property and equipment whenever events and circumstances indicate that the carrying value of an

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expense and amortized over the service period as the services are provided.

TEVOGEN BIO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL

BIO HOLDINGS INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

cost is measured at the grant date fair value of the award and is recognized over the vesting period of the award.

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Issued Accounting Standards

August 2020, the FASB issued ASU No.

2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and

Hedging - Contracts in Entity’s Own Equity (Subtopic 815 -40):

Accounting for Convertible Instruments and Contracts in an Entity’s

Own Equity (“ASU 2020-06”), which simplifies the accounting for convertible instruments by reducing the number of accounting

models available for convertible debt instruments.

ASU 2020-06 also eliminates the treasury stock method to calculate diluted earnings

per share for convertible instruments and requires the use of the if-converted method.

Effective January 1, 2024, the Company adopted

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

December 2023, the FASB issued Accounting Standards Update (ASU) No.

2023-09, Income Taxes (Topic 740) , Improvements to Income

Tax Disclosures which requires companies to make additional income tax disclosures.

The pronouncement is effective for annual filings

for the year ended December 31, 2025.

The Company adopted ASU No.

2023-09 for the year ended December 31, 2025 and added the required

disclosures on a prospective basis in Note 14, Income Taxes .

November 2024, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU

ASU 2023-07 enhances reportable segment disclosures by requiring disclosures such as significant segment expenses.

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 (“CODM”).

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 is 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.

See Note 16 for additional disclosures.

TEVOGEN BIO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL

November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures,

(Subtopic 220-40) (“ASU 2024-03”).

ASU 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.

2024-03, Income Statement (Topic 220):

Reporting Comprehensive Income - Expense Disaggregation

Disclosures, Disaggregation of Income Statement Expenses , which requires public companies to disclose, in interim and annual reporting

periods, additional information about certain expenses in the financial statements.

The amendments in this pronouncement will be effective

for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption

is permitted and is effective on either a prospective basis or retrospective basis.

The Company is currently assessing the potential

impacts of adoption on its consolidated financial statements and related disclosures.

December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow Scope Improvements .

This update clarifies the

applicability of interim reporting guidance and the form and content of interim financial statements.

It also establishes a disclosure

principle requiring an entity to disclose material events and changes occurring since the end of the last annual reporting period.

2025-11 is effective for the Company for interim periods within annual reporting periods beginning after December 15, 2027, with early

adoption permitted.

The Company is assessing the impact of adopting this standard.

BIO HOLDINGS INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

BUSINESS COMBINATION

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following table shows the net liabilities acquired in the Merger:

OF NET LIABILITIES ACQUIRED IN MERGER

SCHEDULE OF NET LIABILITIES ACQUIRED IN MERGER

February 14, 2024

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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 year ended December 31, 2024.

holders of Tevogen Bio common stock and the Sponsor are eligible to receive up to an aggregate of 24,500,000 shares of common

stock (“Earnout Shares”) if the volume-weighted average price (the “VWAP”) of the Company’s common stock

reaches specified threshold levels during the three-year period commencing on the Closing Date.

Refer to Note 5, Earnout Shares, for

further details of the earnout arrangement.

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

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

The issuance date fair value of the

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

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 year ended December 31, 2024.

holders of Tevogen Bio common stock and the Sponsor are eligible to receive up to an aggregate of 490,000 shares of common stock (“Earnout

Shares”) if the volume-weighted average price (the “VWAP”) of the Company’s common stock reaches specified threshold

levels during the three-year period commencing on the Closing Date.

Refer to Note 5, Earnout Shares, for further details of the earnout

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

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

The issuance date fair value of

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

All of the issued

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See Note 12 for additional information.

TEVOGEN BIO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL

BIO HOLDINGS INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

EARNOUT SHARES

the Closing, former holders of Tevogen Bio common stock may receive up to 20,000,000 Earnout Shares in tranches of 6,666,667 , 6,666,667 ,

and 6,666,666 shares of common stock per tranche, respectively.

The first, second, and third tranches are issuable if the VWAP

per share of the Company’s common stock is greater or equal to $ 15.00 , $ 17.50 , and $ 20.00 , respectively, over any twenty trading

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

the Closing, former holders of Tevogen Bio common stock may receive up to 400,000 Earnout Shares in tranches of 133,334 , 133,333 , and

133,333 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 $ 750.00 , $ 875.00 , and $ 1,000.00 , respectively, over any twenty trading days within

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.

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.

are for 30,000 shares of common stock, for an aggregate of 90,000 shares of common stock across the entire Sponsor 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.

PROPERTY AND EQUIPMENT, NET

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expenses and other liabilities consisted of the following:

OF ACCRUED EXPENSES AND OTHER LIABILITIES

SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES

Professional services

February 14, 2024, in connection with the consummation of the Business Combination, previously issued promissory notes and accrued interest

1 unchanged sentence

These debt obligations were retired upon conversion.

TEVOGEN BIO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL

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

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

Interest payable through December

31, 2024 relating to the first two draws on the Facility were settled in February 2025 through issuance of 18,847 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

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

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 has drawn $ 1,000,000 from the Facility, with maturity dates in July and August 2028, with a remaining $ 30,000,000 available

for future financing over the remaining 30 months.

The Company drew an additional $ 1,000,000 in each of February and March 2025, with maturity dates in February and

March 2029, respectively (see Note 17).

BIO HOLDINGS INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

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 $ 75

Interest payable through December 31, 2024 relating to the first two draws on the Facility were settled in February 2025

through issuance of 377

shares of common stock.

Interest payable through June 30, 2025 was settled in July 2025 through the issuance of 861 shares of common

Interest payable through September 30, 2025 was settled in October 2025 through issuance of 958

shares of common stock.

may be prepaid at any time without penalty, and repayments or prepayments may be made in cash or common stock at the Company’s

Payments of principal in common stock would be made at an effective price of the greater of $ 75 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 20,000 shares of common stock to the Patel Family during June 2024.

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

As of December 31, 2025, the outstanding balance on the Loan Agreement was $ 4,400,000 .

As of December 31, 2025, $ 18,000,000 remained

available for future financing over the remaining 18 months of the draw period.

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 consolidated statements of operations and consolidated statements

of cash flows.

The $ 14 million Purchase

Option only becomes exercisable once Trailing VWAP reaches $ 500.00 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 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

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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 and have a fair value of $ 0 as of December 31, 2024.

$ 14 million Purchase Option and the Additional Amount Purchase Option are recorded to written call option derivative liabilities within

the consolidated balance sheet and have a fair value of $ 0 as of December 31, 2025 and December 31, 2024, 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 Patel Family as well as the issuance date fair value of the $ 14 million Purchase Option and Additional Amount Purchase Option.

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 20,000 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.

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 December 31, 2024.

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 December 31, 2025.

The notes payable do not accrue interest.

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

TEVOGEN BIO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL

BIO HOLDINGS INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

2022, the Company entered into leases for office and laboratory space in Warren Township, New Jersey and Philadelphia, Pennsylvania under

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a share of operating costs.

The leases are classified as operating leases and the lease liabilities were calculated using incremental

borrowing rates ranging from 11.0 % to 11.2 %, which was determined using a synthetic credit rating model.

Lease expense for the year ended

December 31, 2024 was $ 1,065,784 , which consisted of $ 897,958 and $ 167,826 recognized as a component of research and development expense

and general and administrative expense, respectively.

This amount included $ 785,424 of expense under short-term leases.

In May 2025, the Company entered into an amendment to the lease agreement at the Company’s facility

in Warren Township, New Jersey to double the amount of leased space and extend the term of the lease until February 2033.

The new facility

allowed the Company to consolidate its office and laboratory operations to a single location and began operations in July 2025.

includes one-month of rent abatement.

The lease is classified as an operating lease and the lease liability was calculated using incremental

borrowing rate of 15.04 %, which was determined using a synthetic credit rating model.

The lease of the Company’s former laboratory

facility in Philadelphia, Pennsylvania expired in June 2025.

expense for the year ended December 31, 2025 was $ 1,096,646 , which consisted of $ 853,905 and $ 242,741 recognized as a component of research

and development expense and general and administrative expense, respectively.

This amount included $ 785,904 of expense under short-term

Lease expense for the year ended December 31, 2024 was $ 1,065,784 , which consisted of $ 897,958 and $ 167,826 recognized as a component

of research and development expense and general and administrative expense, respectively.

This amount included $ 785,424 of expense under

short-term leases.

weighted average remaining lease term for the Company’s operating leases as of December 31, 2025 was 7.08 years.

2 unchanged sentences

aggregate minimum rental payments under the operating leases as of December 31, 2025 were as follows:

OF MINIMUM RENTAL PAYMENTS UNDER THE OPERATING LEASES

SCHEDULE OF MINIMUM RENTAL PAYMENTS UNDER THE OPERATING LEASES

Years Ending December 31,

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and no longer grants awards pursuant to the 2020 Equity Incentive Plan (the “2020 Plan”).

Each 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.

addition to covering the Rollover RSUs, under the 2024 Plan, the Company is authorized to grant awards up to an aggregate 40,000,000 shares

of common stock.

The 2024 Plan provides for the grant of options, stock appreciation rights, Restricted Stock, RSUs, and other

equity-based awards.

As of December 31, 2024, awards for 10,670,118 shares

remained available to be granted under the 2024 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.

addition to covering the Rollover RSUs, under the 2024 Plan, as of December 31, 2024, the Company was authorized to grant awards up to

an aggregate 800,000 shares of common stock.

During the year ended December 31, 2025, the number of shares authorized under the 2024

Plan was increased to 977,991 .

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 December 31, 2025, awards for 189,398 shares remained available to be granted

under the 2024 Plan.

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

Compensation expense for service-based RSUs are recognized on a straight-line basis over the vesting period of the award.

expense for service-based and performance-based RSUs (“Performance-Based RSUs”) are recognized when the performance condition,

Compensation expense for service-based RSUs is recognized on a straight-line basis over the vesting period of the award.

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.

TEVOGEN BIO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL

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

The fair value of RSUs vested during the years ended December 31, 2025 and 2024 was $ 8.9 million and $ 34.3 million,

respectively.

BIO HOLDINGS INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

the Closing Date, the Company issued an aggregate of 386,979 RSUs under the 2024 Plan to the Company’s Chief Executive Officer,

Ryan 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 (“Vesting Period”).

Pursuant to the terms

of the Special RSU Award, Dr.

Saadi will be entitled to vote the Restricted Stock, but the shares may not be sold, assigned, transferred,

pledged, hypothecated, or otherwise encumbered, subject to forfeit.

Saadi will automatically forfeit all unvested Restricted Stock

in the event he departs the Company.

The fair value per share for the Special RSU Award was determined to be $ 4.51 per share, equivalent

to the Company’s stock price on the Closing Date, resulting in a total grant date fair value of $ 87,263,783 .

In accordance with

ASC 718, Compensation - Stock Compensation (“ASC 718”), the Company will recognize compensation expense

on a straight-line basis from the Closing Date until the completion of the Vesting Period.

on which lapse in four equal annual installments beginning on February 14, 2031 (“Special RSU Vesting Period”).

to the terms of the Special RSU Award, Dr.

Saadi is entitled to vote the Restricted Stock, but the shares may not be sold, assigned,

transferred, pledged, hypothecated, or otherwise encumbered, subject to forfeit.

Saadi will automatically forfeit all unvested Restricted

Stock in the event he departs the Company.

The fair value per share for the Special RSU Award was determined to be $ 225.50 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.

June 27, 2025, the Company issued an aggregate of 185,000 shares of Restricted Stock under the 2024 Plan to the Company’s executive

officers, including a grant of 160,000 shares of Restricted Stock to Dr.

The shares of Restricted Stock granted to Dr.

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 $ 62 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 .

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.

Stock and RSU activity was as follows:

4 unchanged sentences

Nonvested as of December 31, 2024

( 2,639,628 )

Nonvested as of December 31, 2025

3 unchanged sentences

Nonvested as of December 31, 2024

( 9,610,540 )

Nonvested as of December 31, 2025

a result of the Merger, the liquidity event performance condition was achieved and therefore compensation cost of $ 25,233,487 for

the year ended December 31, 2024 was recognized for the Performance-Based RSUs, of which 8,237,319

shares were issued and outstanding as of December 31, 2024, and 1,373,221 shares

will be issued subsequent to December 31, 2024.

There was $ 11,410,921 compensation

cost related to Service-Based Restricted Stock and RSUs, for the year ended December 31, 2024, and 2,639,628 shares

were issued and outstanding.

There was $ 85,601,786 of

unrecognized compensation cost related to Service-Based Restricted Stock and RSUs as of December 31, 2024, which will be expensed

over a weighted average period of 7.0 years.

There was $ 2,984,909 of

unrecognized compensation cost related to Performance-Based RSUs as of December 31, 2024, which will be expensed over a weighted

average period of 1.1 years.

TEVOGEN BIO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL

was $ 14,347,591 and $ 11,410,921 of compensation cost related to shares of service-based Restricted Stock and service-based RSUs during

the year ended December 31, 2025 and 2024, respectively.

There was $ 83,851,354 of unrecognized compensation cost related to shares of

service-based Restricted Stock and service-based RSUs as of December 31, 2025, which will be expensed over a weighted average period

of 8.3 years.

There was $ 1,875,270 of compensation cost related to Performance-Based RSUs during the year ended December 31, 2025.

a result of the Merger, the liquidity event performance condition was achieved and therefore compensation cost of $ 25,233,487 was recognized

for the Performance-Based RSUs for the year ended December 31, 2024.

There was $ 1,106,388 of unrecognized compensation cost related to

Performance-Based RSUs as of December 31, 2025, which will be expensed over a weighted average period of 1.5 years.

BIO HOLDINGS INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

2 unchanged sentences

General and administrative

stock-based compensation expense was recognized in 2023.

STOCKHOLDERS’ DEFICIT

2 unchanged sentences

of December 31, 2025, the Company had 4,020,746 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.

For accounting purposes related to earnings

per share, only shares that are fully vested are considered issued and outstanding.

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

5 unchanged sentences

Issuance of restricted common stock subject to forfeiture (b)

( 19,348,954 )

Total shares, net

of December 31, 2025, there were RSUs that had vested but had not been legally settled into common stock.

See Note 11 for additional

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

See Note 11 for additional information on the Special RSU Award.

Company’s executive officers will automatically forfeit all unvested Restricted Stock in the event they depart the Company.

See Note 11 for additional information on the Special RSU Award and awards of Restricted Stock.

to the Merger, Tevogen Bio had outstanding shares of voting and non-voting common stock.

1 unchanged sentence

stockholders received shares of the Company’s common stock in an amount determined by application of the Exchange Ratio, as discussed

TEVOGEN BIO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL

BIO HOLDINGS INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

A Preferred Stock

March 2024, the Company authorized and issued 2,000 and 500 shares, respectively, of Series A Preferred Stock (the

“Series A”) to 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 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

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 consolidated statements of operations related to issuance of the Series A equal to

the fair value of the Series A when issued of $ 5,600 per share less the purchase price of $ 4,000 per share.

of Series A are entitled to receive dividends accruing daily on a cumulative basis payable at a fixed rate of 5 % per annum per share

on the Series A Original Issue Price, which rate will automatically increase by 2% every year that the Series A remains outstanding

(the “Series A Accruing Dividends”).

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.

9 unchanged sentences

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 .

Dividends accrued but unpaid thereon, if the VWAP of the Company’s common stock exceeds $ 250.00 per share for the twenty days immediately

prior to the Company’s call election.

holders of Series A have the option to convert the Series A into shares of common stock at a ratio equal to the Series A Original Issue

Price divided by the Series A Conversion Price, which is initially $ 4.00 per share and is subject to standard antidilution adjustments.

Price divided by the Series A Conversion Price, which is $ 200.00 per share and is subject to standard antidilution adjustments.

A-1 Preferred Stock

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 December 31, 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.

TEVOGEN BIO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL

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 December 31, 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.

BIO HOLDINGS INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

B Preferred Stock

1 unchanged sentence

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.

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

5 unchanged sentences

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 $ 2.6 million remains on the Company’s balance sheet at December 31, 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 December 31, 2025.

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 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 .

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 .

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

6 unchanged sentences

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

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.

5 unchanged sentences

Series C does not have any voting rights.

TEVOGEN BIO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL

BIO HOLDINGS INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

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.

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 IPO and 725,000 warrants issued in a concurrent private placement, were assumed.

public warrants have an exercise price of $ 11.50 per share, became exercisable on March 15, 2024 , and will expire at 5:00 p.m.,

New York City time, on February 14, 2029, or earlier upon redemption or liquidation.

Warrant holders may, until such time as there is

an effective registration statement and during any period when the Company has failed to maintain an effective registration statement

covering the shares of the Company’s common stock issuable upon exercise of the warrants, exercise warrants on a “cashless

basis” in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended, or another exception.

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

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 $ 30.86 .

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

IPO and 725,000 warrants issued in a concurrent private placement, were assumed.

public warrants have an exercise price of $ 575 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 $900.00

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 December 31, 2025, there are 17,386,580 public warrants outstanding.

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

TEVOGEN BIO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL

BIO HOLDINGS INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

NET LOSS PER SHARE

below table is a reconciliation of net loss to net loss attributable to common stockholders.

Given the Company’s net loss, basic

and diluted net loss per share are the same.

SCHEDULE OF RECONCILIATION OF NET LOSS

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Restricted Stock

Convertible promissory notes (b)

Earnout Shares

of December 31, 2024 there were an additional 1,373,221 RSUs that had vested but had not been legally settled into common

stock and therefore were included in the basic net income per share.

of December 31, 2025 there were an additional 19,869 RSUs 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 11 for additional information.

numbers of shares were determined based on the conversion upon maturity provisions in the convertible promissory note agreements,

dividing the conversion amount (principal plus accrued interest) by three times the estimated fair value of the Company’s common

stock derived from the Company’s most recently completed convertible promissory notes valuation as of the balance sheet date.

above table excludes any potentially anti-dilutive shares as a result of the $ 14 million Purchase Option and the Additional Amount

Purchase Option (see Note 8).

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.

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 8).

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.

In December 2023, FASB issued ASU 2023-09, Improvements to Income Tax Disclosures.

The Company adopted ASU 2023-09 for the annual period beginning January 1, 2025, using a prospective transition method in accordance with

ASC 740-10-65-9.

Accordingly, the Company has presented the enhanced income tax disclosures, including disaggregated effective tax rate

reconciliation and disaggregated income taxes paid, beginning with the year ended December 31, 2025, and has not restated prior-period

comparative disclosures.

The adoption of ASU 2023-09 affected only the Company’s income tax disclosures and did not have a material

impact on its consolidated financial position, results of operations, or cash flows.

to the Company’s net losses for 2025 and 2024, as well as the full valuation allowance on its net deferred tax assets as discussed

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income tax rate is as follows:

OF RECONCILIATION OF INCOME TAX BENEFIT AT THE FEDERAL STATUTORY INCOME TAX RATE

SCHEDULE OF RECONCILIATION OF INCOME TAX BENEFIT AT THE FEDERAL STATUTORY INCOME TAX RATE

Year Ended December 31,

Federal benefit at statutory rate

Convertible note interest

Permanent differences

( 5,517,736 )

( 2,882,592 )

Nondeductible/ nontaxable items

( 4,012,313 )

State taxes, net of federal benefit

( 1,685,375 )

Change in valuation allowance

Stock based compensation

Changes in Unrecognized tax benefit

Other adjustments

Deferred true -up

Income Tax Expense

Year Ended December 31,

Federal benefit at statutory rate

Nondeductible/ nontaxable items

State taxes, net of federal benefit

Change in valuation allowance

Stock based compensation

Changes in Unrecognized tax benefit

Other adjustments

Deferred true-up

Income Tax Expense

For the year ended December 31, 2025, state income

taxes in New Jersey comprise the state and local income taxes, net of federal income tax effect category.

income taxes reflect the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial reporting

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the timing and amount of which are uncertain.

TEVOGEN BIO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL

BIO HOLDINGS INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

following items comprise the Company’s net deferred tax assets and liabilities as of December 31, 2025 and December 31, 2024:

OF DEFERRED TAX ASSETS AND LIABILITIES

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

Deferred tax assets

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it is more likely than not that future taxable income will not be sufficient to realize the deferred tax assets.

Therefore, a valuation

Therefore, valuation

allowance has been applied to deferred tax assets.

July 4, 2025, the One Big Beautiful Bill was enacted (“OBBBA”), introducing significant and wide-ranging changes to the U.S.

federal tax system.

Significant components include restoration of 100% accelerated tax depreciation on qualifying property including

expansion to cover qualified production property.

of the year ended December 31, 2025, the Company has federal and state net operating loss carryforwards of approximately $ 43.1 million

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generated after tax year 2018 are subject to an 80 % limitation on taxable income, do not expire and will carryforward indefinitely.

net operating loss carryforwards in the amount of $ 27.8 million begin expiring in 2040.

utilization of the Company’s net operating losses may be subject to a U.S.

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operating loss carryforwards before their utilization.

The Company files tax returns as prescribed by the tax laws of the jurisdictions

in which it operates.

In the normal course of business, the Company is subject to examinations by federal, state and local jurisdictions,

where applicable.

There are currently no pending tax examinations.

The Company’s tax years are still open under statute from 2021

to the present in the United States.

To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was

generated may still be adjusted upon examination by the Internal Revenue Service and state and local tax authorities to the extent utilized

in a future period.

As required by the uncertain tax position guidance in ASC No.

Tax, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would

more likely than not sustain the position following an audit.

For tax positions meeting the more-likely-than-not threshold, the amount

recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement

with the relevant tax authority.

The Company applied the uncertain tax position guidance in ASC No.

740 to all tax positions for which

the statute of limitations remained open.

Any estimates of tax contingencies contain assumptions and judgments about potential actions

by taxing jurisdictions.

Any interest and penalties related to uncertain tax positions would be included as part of the income tax provision.

TEVOGEN BIO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL

BIO HOLDINGS INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

summary of changes in the valuation allowance for net deferred tax assets during the year ended December 31, 2025 and 2024 were as follows:

OF VALUATION ALLOWANCE FOR NET DEFERRED TAX ASSETS

SCHEDULE OF VALUATION ALLOWANCE FOR NET DEFERRED TAX ASSETS

Year Ended December 31,

Valuation allowance

Valuation allowance, beginning balance

Increases recorded to income tax provision

Valuation allowance

Valuation allowance, ending balance

Company applies the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Company

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tax positions as of December 31, 2025.

A reconciliation of the unrecognized tax benefit balances

is as follows:

OF RECONCILIATION OF UNRECOGNIZED TAX BENEFIT

Year Ended December 31,

Balance at beginning of the year

Increase for tax positions of prior years

Increase for tax positions of current years

Balance at end of the year

Company recognizes interest and penalties related to uncertain tax positions in income tax expense when in a taxable income position.

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RELATED PARTY TRANSACTIONS

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.

Advisory Service Fee payable in cash is presented on the consolidated balance sheets under the line item “Due to related party.”

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

In connection with the Merger and thereafter, the Company and Sponsor agreed that $ 250,000 of the Sponsor Advisory Service

Fee is payable in cash, $ 250,000 would be offset against amounts due from the Sponsor, and the remainder of the Sponsor Advisory Service

Fee was paid with the issuance of 3,000 shares of the Company’s common stock at Closing.

The Sponsor Advisory Service Fee payable

in cash is presented on the consolidated balance sheets under the line item “Due to related party.”

of December 31, 2025, the Sponsor owes the Company $ 158,819 to cover working capital expenses, which is presented on the consolidated

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Note 12 for additional information on the Series B issued to the Sponsor.

January 2023, the Company issued 40,000 Performance-Based RSUs to the wife of the Company’s chair and chief executive

officer for advisory services provided to the Company, and 20,000 Performance-Based RSUs to Mehtaphoric Consulting Inc, a company

controlled by the daughter of the Company’s chief financial officer, for information technology services provided to the Company.

In connection with the Closing, the performance condition was achieved and therefore compensation cost of $ 800,396 has been recognized.

Note 8 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 December 31, 2024, the facility has remaining available capacity of $ 30,000,000 .

Note 12 for additional information on the Series A, Series A-1, and Series C Preferred Stock, which were purchased by the Patel Family.

TEVOGEN BIO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL

January 2023, the Company issued 800 Performance-Based RSUs to the wife of the Company’s chair and chief executive officer for

advisory services provided to the Company, and 400 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 was recognized during the year ended

December 31, 2024.

Note 8 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 December 31, 2025, the facility has remaining available

capacity of $ 18,000,000 .

Note 12 for additional information on the Series A, Series A-1, and Series C Preferred Stock, which were purchased, or in the case of

Series A-1 Preferred Stock are subject to purchase, by the Patel Family.

BIO HOLDINGS INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 2024, the Company contracted with Dr.

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vested, and 40,000 RSUs vested in both January 2025 and February 2025.

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.

Contribution of Dr.

Ryan Saadi, CEO

June 30, 2025, Ryan Saadi, the Company’s Chief Executive Officer, provided the Company with a capital contribution of $ 500,000 .

SEGMENT REPORTING

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are successful in receiving regulatory approvals.

Our determination that we operate 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.

Our chief operating decision maker

is the Chief Executive Officer.

accounting policies for our single operating segment are the same as those described in the summary of significant accounting policies.

Our single operating segment incurs expenses from the development of TVGN 489, which is developed by our research and development department,

designed to target various disease indications.

The Company has not yet generated revenue in its operating history.

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.

accounting policies for the Company’s single operating segment are the same as those described in the summary of significant accounting

The Company’s single operating segment incurs expenses from the development of TVGN 489, which is developed by the Company’s

research and development department, designed to target various disease indications.

The Company has not yet generated revenue in its

operating history.

the segment, the chief operating decision maker uses net loss, which is reported on the consolidated statements of operations as consolidated

net income (loss), to allocate resources (including employees, property, and financial resources), predominantly during the annual budget

and forecasting process.

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 our performance, establish compensation, monitor budget versus actual results, and decide the level of investment

in our various research activities.

The measure of segment assets is reported on the consolidated balance sheet as total consolidated

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 consolidated

balance sheet as total consolidated assets.

SUBSEQUENT EVENTS

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

April 2, 2025, the issuance date of these the consolidated financial statements, and has not identified any additional items requiring

disclosure except as noted below.

January 2025, the Company executed an agreement with KRHP to receive a grant for $ 2,000,000 .

KRHP is affiliated with the Patel Family.

The grant is specified for use toward the Company’s ongoing operational expenses,

may not be used for repayment of existing debt obligations, and does not include any requirement to repay the investor or to issue

equity in response.

Cash payment was received by the Company in January 2025.

February 2025, the Company executed a draw on the Loan Agreement for an additional $ 1,000,000 to be utilized for operational

An additional draw of $ 1,000,000 was completed in March 2025.

As of the date of filing, the facility has a remaining

capacity of $ 26,000,000 and remains effective for the next 26 months.

In February and March 2026, the Company has drawn a total of $2.0 million

from the Facility.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

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Bio Holdings Inc.

April 2, 2025

March 31, 2026

Executive Officer

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registrant in the capacities and on the dates indicated.

April 2, 2025

March 31, 2026

Executive Officer and Chairperson of the Board of Directors

Executive Officer)

April 2, 2025

March 31, 2026

Financial Officer

1 unchanged sentence

Jeffrey Feike

April 2, 2025

March 31, 2026

Curtis Patton

April 2, 2025

March 31, 2026

Curtis Patton

Susan Podlogar

April 2, 2025

March 31, 2026

Victor Sordillo

April 2, 2025

March 31, 2026

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-K

Item 9A. Controls and Procedures