Tevogen Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure 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, 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 with U.S. generally accepted accounting principles. Limitations on Effectiveness of Controls and Procedures In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there may be resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Management’s Annual Report on Internal Control Over Financial Reporting As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our Company, (2) provide 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 (3) provide 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. 94 Our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control - Integrated Framework (2013).” Based on this assessment, our management concluded that we did not maintain effective internal control over financial reporting as of 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. Remediation of the Material Weaknesses In 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. 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 has not been remediated. We 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 perform appropriate risk assessment procedures to evaluate risks of material misstatement. The status of any efforts to address the material weakness will be reported by management to the audit committee on a consistent basis. The material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. Changes 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, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. Insider Trading Arrangements During 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. Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections. Not applicable. 95 PART III Item 10. Directors, Executive Officers and Corporate Governance. The information regarding our executive officers is set forth in Part I of this Form 10-K under the caption “Information About our Executive Officers” and incorporated herein by reference. As part of our system of corporate governance, our Board of Directors has adopted a Code of Business Conduct and Ethics that applies to our principal executive officer and senior financial officers. Our Code of Business Conduct and Ethics is available on our website at ir.tevogen.com/governance. We intend to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the Code of Business Conduct and Ethics that applies to our principal executive officer or senior financial officers by posting such information on our website at the address above. The information on or available through our website is expressly not incorporated by reference in this Form 10-K, and any reference to our website is intended to be an inactive textual reference only. Printed copies of our Code of Business Conduct and Ethics may be obtained, without charge, by contacting us at 15 Independence Boulevard, Suite #210, Warren, New Jersey 07059. The additional information required by this item will be contained in our definitive proxy statement to be filed with the SEC on Schedule 14A within 120 days after December 31, 2025, and is incorporated herein by reference. Item 11. Executive Compensation. The information required by this item will be contained in our definitive proxy statement to be filed with the SEC on Schedule 14A within 120 days after December 31, 2025, and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this item will be contained in our definitive proxy statement to be filed with the SEC on Schedule 14A within 120 days after December 31, 2025, and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this item will be contained in our definitive proxy statement to be filed with the SEC on Schedule 14A within 120 days after December 31, 2025, and is incorporated herein by reference. Item 14. Principal Accounting Fees and Services. The information required by this item will be contained in our definitive proxy statement to be filed with the SEC on Schedule 14A within 120 days after December 31, 2025, and is incorporated herein by reference. 96 PART IV Item 15. Exhibits and Financial Statement Schedules. (a) The following documents are filed as part of this report: (1) Financial Statements The financial statements of Tevogen Bio Holdings Inc. are filed as part of this Form 10-K under Item 8. Financial Statements and Supplementary Data. (2) Financial Statement Schedules All other schedules have been omitted because they are not required, not inapplicable, or the required information is included in the financial statements or notes thereto. (3) Exhibits The documents listed in the Exhibit Index are incorporated by reference or are filed with this report, in each case as indicated herein (numbered in accordance with Item 601 of Regulation S-K). Item 16. Form 10-K Summary. None. 97 Exhibit Index Exhibit Description 2.1† Agreement and Plan of Merger, dated June 28, 2023, by and among the Company, Semper Merger Sub, Inc., SSVK Associates, LLC, Tevogen Bio Inc, and Ryan Saadi, in his capacity as seller representative (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on June 29, 2023 (File No. 001-41002)) 3.1 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. 001-41002)) 3.2 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. 001-41002)) 3.3 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. 001-41002)) 3.4 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. 001-41002)) 3.5 Certificate of Designation of Series A-1 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 April 2, 2024 (File No. 001-41002)) 3.6 Certificate of Designation of Series C Preferred Stock of Tevogen Bio Holdings Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on August 23, 2024 (File No. 001-41002)) 4.1 Warrant Agreement, dated November 3, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on November 8, 2021 (File No. 001-41002)) 4.2 Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 (Registration Statement No. 333-260113) filed with the SEC on October 7, 2021) 4.3 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. 001-41002)) 10.1 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. 2 to the Registration Statement on Form S-4 (Registration No. 333-274519) filed with the SEC on November 22, 2023) 10.2 Lease Agreement, dated as of June 9, 2022, between Tevogen Bio Inc and Wanamaker Office Lease, LP (incorporated by reference to Exhibit 10.16 to Amendment No. 2 to the Registration Statement on Form S-4 (Registration No. 333-274519) filed with the SEC on November 22, 2023) 10.3 Lease Agreement, dated as of February 14, 2022, between Tevogen Bio Inc and Mitsui Sumitomo Insurance Company of America (incorporated by reference to Exhibit 10.17 to Amendment No. 2 to the Registration Statement on Form S-4 (Registration No. 333-274519) filed with the SEC on November 22, 2023) 10.4 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. 001-41002)) 10.5 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. 001-41002)) 10.6 Purchase Agreement, dated May 4, 2023, by and among SSVK Associates, LLC, Semper Paratus Acquisition Corporation and Semper Paratus Sponsor LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on May 9, 2023 (File No. 001-41002)) 10.7 Subscription Agreement, dated June 20, 2023, by and among Semper Paratus Acquisition Corporation, Semper Paratus Sponsor LLC and Polar Multi-Strategy Master Fund (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed with the SEC on August 21, 2023 (File No. 001-41002)) 10.8 Amended and Restated Registration Rights Agreement, dated February 14, 2024, by and among the Company, SSVK Associates, LLC, Semper Paratus Sponsor LLC, Cantor Fitzgerald & Co., and the other signatories thereto (incorporated by reference to Exhibit 10.6 to the Annual Report on Form 10-K filed with the SEC on April 29, 2024 (File No. 001-41002)) 10.9+ Non-Competition and Non-Solicitation Agreement, effective as of February 14, 2024, by and between the Company and Ryan Saadi (incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K filed with the SEC on April 29, 2024 (File No. 001-41002)) 98 Exhibit Description 10.10+ Tevogen Bio Holdings Inc. 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. 001-41002)) 10.11+ 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. 001-41002)) 10.12+ Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-8 (Registration No. 333-280075) filed with the SEC on June 10, 2024) 10.13+ Restricted Stock Unit Agreement, dated as of February 14, 2024, by and between the Company and Ryan Saadi (incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K filed with the SEC on April 29, 2024 (File No. 001-41002)) 10.14+ Form of Indemnification Agreement (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed with the SEC on February 14, 2024 (File No. 001-41002)) 10.15 Amended and Restated Securities Purchase Agreement, dated as of March 27, 2024, by and between Tevogen Bio Holdings Inc. 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 April 2, 2024 (File No. 001-41002)) 10.16 Loan Agreement, dated as of June 6, 2024, between Tevogen Bio Holdings Inc. 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. 001-41002)) 10.17 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. 001-41002)) 19.1 Tevogen Bio Holdings Inc. 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. 001-41002)) 21.1* Subsidiary of the Registrant 23.1* Consent of KPMG LLP 31.1* Certification of Chief Executive officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 Incentive Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K filed with the SEC on April 29, 2024 (File No. 001-41002)) EX-101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document EX-101.SCH* Inline XBRL Taxonomy Extension Schema Document EX-101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document EX-101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document EX-101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document EX-101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104.1* Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. ** Furnished herewith † Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. + Indicates management contract or compensatory plan. 99 TEVOGEN BIO HOLDINGS INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (KPMG LLP, Philadelphia, PA, Auditor Firm ID: 185 ) F-2 Consolidated Balance Sheets, December 31, 2025 and 2024 F-3 Consolidated Statements of Operations, Years ended December 31, 2025 and 2024 F-4 Consolidated Statements of Changes in Stockholders’ Deficit, Years ended December 31, 2025 and 2024 F-5 Consolidated Statements of Cash Flows, Years ended December 31, 2025 and 2024 F-6 Notes to Consolidated Financial Statements F-7 F- 1 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Tevogen Bio Holdings Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Tevogen Bio Holdings Inc. 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 years then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ KPMG LLP We have served as the Company’s auditor since 2022. Philadelphia, Pennsylvania March 31, 2026 F- 2 TEVOGEN BIO HOLDINGS INC. CONSOLIDATED BALANCE SHEETS December 31, December 31, 2025 2024 Assets Current assets: Cash $ 552,372 $ 1,282,995 Prepaid expenses and other assets 828,592 919,088 Due from related party 158,819 158,819 Total current assets 1,539,783 2,360,902 Property and equipment, net 170,308 296,442 Right-of-use assets - operating leases 1,423,473 228,490 Deferred transaction costs 183,546 - Other assets 1,065,884 575,841 Total assets $ 4,382,994 $ 3,461,675 Liabilities and stockholders’ deficit Current liabilities: Accounts payable $ 3,340,127 $ 5,200,245 Accrued expenses and other liabilities 1,499,624 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 7,068,491 9,042,704 Loan agreement 4,400,000 1,000,000 Operating lease liabilities 1,122,750 5,796 Derivative warrant liabilities 26,479 87,180 Total liabilities 12,617,720 10,135,680 Stockholders’ deficit Series A Preferred Stock, $ 0.0001 par value; 2,000 shares authorized; 500 shares issued and outstanding as of December 31, 2025 and December 31, 2024 (liquidation value of $ 2,176,712 and December 31, 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 December 31, 2025 and December 31, 2024 (liquidation value of $ 6,532,603 at December 31, 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; 4,020,746 and 3,559,827 shares issued and outstanding at December 31, 2025 402 356 Additional paid-in capital 122,625,431 97,910,766 Accumulated deficit ( 139,660,549 ) ( 113,385,117 ) Total stockholders’ deficit ( 8,234,726 ) ( 6,674,005 ) Total liabilities and stockholders’ deficit $ 4,382,994 $ 3,461,675 See accompanying notes to the consolidated financial statements. F- 3 TEVOGEN BIO HOLDINGS INC. CONSOLIDATED STATEMENTS OF OPERATIONS 2025 2024 Year ended December 31, 2025 2024 Operating expenses: Research and development $ 11,111,586 $ 31,033,276 General and administrative 15,028,929 22,531,212 Total operating expenses 26,140,515 53,564,488 Loss from operations ( 26,140,515 ) ( 53,564,488 ) Interest expense, net ( 195,618 ) ( 184,037 ) Merger transaction costs - ( 7,499,353 ) Change in fair value of warrants 60,701 ( 58,180 ) Change in fair value of convertible promissory notes - 48,468,678 Loss on issuance of commitment shares - ( 890,000 ) Net loss $ ( 26,275,432 ) $ ( 13,727,380 ) Net loss attributable to common stockholders, basic and diluted $ ( 26,825,432 ) $ ( 10,273,695 ) Net loss per share attributable to common stockholders, basic and diluted $ ( 8.08 ) $ ( 3.50 ) Weighted-average common stock outstanding, basic and diluted 3,319,812 2,933,451 See accompanying notes to the consolidated financial statements. F- 4 TEVOGEN BIO HOLDINGS INC. 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, 2024 - $ - - - - $ - 2,400,000 $ 240 $ 5,228,600 $ ( 99,657,737 ) $ ( 94,428,897 ) Issuance of Series A preferred stock 500 2,799,990 - - - - - - - - 2,799,990 Issuance of Series C preferred stock - - - - 600 6,000,000 - - - - 6,000,000 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 - - - - - - 206,748 21 46,622,606 - 46,622,627 Merger, net of redemptions and transaction costs - - - - - - 295,561 29 ( 2,884,010 ) - ( 2,883,981 ) Issuance of restricted common stock - - - - - - 386,979 39 ( 39 ) - - Issuance of common stock for Sponsor advisory service fee - - - - - - 3,000 - 676,500 - 676,500 Issuance of commitment shares in connection with the loan agreement - - - - - - 20,000 2 889,998 - 890,000 Issuance of common stock in connection with Polar note - - - - - - 30,000 3 ( 3 ) - - Contribution from related party - - ( 3,613 ) ( 3,613,000 ) - - - - 3,613,000 - - Nonrefundable prepaid proceeds towards anticipated Series A-1 preferred stock issuance - - - - - - - - 3,000,000 - 3,000,000 Issuance of common stock in settlement of vested restricted stock units - - - - - - 217,539 22 ( 22 ) - - Stock-based compensation - - - - - - - - 40,764,136 - 40,764,136 Net loss - - - - - - - - - ( 13,727,380 ) ( 13,727,380 ) Balance at December 31, 2024 500 $ 2,799,990 - - 600 $ 6,000,000 3,559,827 $ 356 $ 97,910,766 $ ( 113,385,117 ) $ ( 6,674,005 ) Issuance of common stock in settlement of vested restricted stock units - - - - - - 328,401 33 ( 33 ) - - Loan agreement interest settled in stock - - - - - - 2,195 - 138,569 - 138,569 Capital contribution - - - - - - - - 3,500,000 - 3,500,000 Stock-based compensation - - - - - - - - 16,222,861 - 16,222,861 Issuance of shares under the sales agreement, net of issuance costs - - - - - - 130,323 13 4,853,268 - 4,853,281 Net loss - - - - - - - - - ( 26,275,432 ) ( 26,275,432 ) Balance at December 31, 2025 500 $ 2,799,990 - - 600 $ 6,000,000 4,020,746 $ 402 $ 122,625,431 $ ( 139,660,549 ) $ ( 8,234,726 ) See accompanying notes to the consolidated financial statements. F- 5 TEVOGEN BIO HOLDINGS INC. CONSOLIDATED STATEMENTS OF CASH FLOWS 2025 2024 For the year ended December 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 26,275,432 ) $ ( 13,727,380 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation expense 190,573 162,209 Stock-based compensation expense 16,222,861 40,764,136 Non-cash interest expense - 187,575 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 ( 60,701 ) 58,180 Amortization of right-of-use asset 318,624 241,372 Change in operating assets and liabilities: Prepaid expenses and other assets 101,838 ( 246,005 ) Other assets ( 490,043 ) ( 511,011 ) Accounts payable ( 1,964,118 ) 1,685,692 Accrued expenses and other liabilities ( 74,203 ) ( 681,450 ) Operating lease liabilities ( 297,976 ) ( 252,713 ) Net cash used in operating activities ( 12,328,577 ) ( 11,998,730 ) Cash flows from investing activities: Purchases of property and equipment ( 64,439 ) - Net cash used in investing activities ( 64,439 ) - 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 - 6,000,000 Proceeds from loan agreement 3,400,000 1,000,000 Nonrefundable prepaid proceeds towards anticipated Series A-1 Preferred Stock Issuance - 3,000,000 Payment of offering costs associated with the sales agreement ( 100,000 ) - Proceeds from issuance of shares under the sales agreement, net of offering costs 4,862,393 - Capital contribution 3,500,000 - Net cash provided by financing activities 11,662,393 12,229,328 Net (decrease) increase in cash ( 730,623 ) 230,598 Cash - beginning of period 1,282,995 1,052,397 Cash - end of period $ 552,372 $ 1,282,995 Supplementary disclosure of noncash investing and financing activities: Issuance of shares in connection with the loan agreement 138,569 - Conversion of convertible promissory notes into common stock in connection with Merger - 46,622,627 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 20,454 - Receivables from issuance of shares under the sales agreement 11,342 - See accompanying notes to the consolidated financial statements. F- 6 TEVOGEN BIO HOLDINGS INC. NOTES TO THE 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 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 Combination. As discussed in Note 4, the Merger was accounted for as a reverse recapitalization under which the historical financial statements of the Company prior to the Merger are those of Tevogen Bio. All information related to the common stock of Tevogen Bio prior to the Closing and presented in the consolidated financial statements and notes thereto has been retroactively adjusted to reflect the Exchange Ratio. Following the Merger, the former equity holders and holders of convertible promissory notes of Tevogen Bio held 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.] Reverse Stock Split Effective 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. No 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 share. While 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. F- 7 TEVOGEN BIO HOLDINGS INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 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 $ 552,372 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. 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, and pursuing and completing the Business Combination. The Company is subject to risks associated with any specialty biotechnology company that requires considerable expenditures for research and development. The Company’s research and development projects may not be successful, products developed may not obtain necessary regulatory approval, and any approved product may not be commercially viable. In addition, the Company operates in an environment of rapid technological change and is largely dependent on the services of its employees and consultants. F- 8 TEVOGEN BIO HOLDINGS INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation These 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”). Use of Estimates In preparing the consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of expenses. Actual results could differ from those estimates. Estimates and assumptions are periodically reviewed, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Significant areas that require management’s estimates include the fair value of the common stock and convertible promissory notes prior to the Merger, the fair value of the Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock, fair value of the purchase options under the Loan Agreement, stock-based compensation assumptions, and accrued research and development expenses. Freestanding and Embedded Common Stock Purchase Options Equity-linked purchase options issued in connection with the Company’s debt agreements are assessed to determine whether they are freestanding or embedded with the host instrument under ASC 815, Derivatives and Hedging Contracts in Entity’s Own Equity (“ASC 815”). Each type of purchase option is then assessed for equity or liability classification under ASC 815. The Company’s embedded and freestanding purchase options were determined to be liability-classified derivative instruments and are measured at fair value both on the date of issuance and at each subsequent balance sheet date, with changes in fair value recorded to ‘Change in fair value of written call option derivative liabilities’ within the consolidated statements of operations and consolidated statements of cash flows. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash. Segment Reporting Operating segments are defined as components of an entity for which discrete financial information is both available and regularly reviewed by its chief operating decision maker or decision-making group. The Company views its operations and manages its business in one segment. F- 9 TEVOGEN BIO HOLDINGS INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Warrants As the result of the Merger, the Company accounts for its warrants originally sold as part of Semper Paratus’s initial public offering (the “IPO”) in accordance with ASC 815, Derivatives and Hedging Contracts in Entity’s Own Equity (“ASC 815”) and ASC 480, Distinguishing Liabilities from Equity (“ASC 480”). The assessment considers whether the warrants are freestanding financial instruments and meet the definition of a liability pursuant to ASC 480 and meet all of the conditions for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own shares of common stock, among other conditions. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter until settlement. Changes in the estimated fair value of the warrants are recognized as a non-cash loss on the consolidated statements of operations. Under these standards, the Company’s private placement warrants sold at the time of the IPO do not meet the criteria for equity classification and must be recorded as liabilities while the public warrants sold in connection with the IPO do meet the criteria for equity classification and must be recorded as equity. Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar, but not identical, assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data; Level 3 Unobservable inputs in which there is little or no market data available and which require the Company to develop its own assumptions that market participants would use in pricing an asset or liability. Financial instruments recognized at historical amounts in the balance sheets consist of accounts payable and notes payable. The Company believes that the carrying value of accounts payable and notes payable approximates their fair values due to the short-term nature of these instruments. The Company’s recurring fair value measurements consist of the convertible promissory notes prior to the Merger, for which the Company elected the fair value option to reduce accounting complexity, and private warrants after the Merger. Such fair value measurements are Level 3 inputs. The following table provides a roll-forward of the aggregate fair values of the Company’s convertible promissory notes. SCHEDULE OF FAIR VALUE MEASUREMENT Balance at January 1, 2024 94,932,000 Accrued interest expense 159,305 Change in fair value ( 48,468,678 ) Derecognition upon conversion of convertible promissory notes ( 46,622,627 ) Balance at December 31, 2024 $ - F- 10 TEVOGEN BIO HOLDINGS INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS There were no transfers between levels during the years ended December 31, 2025 and 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 $ 60,701 during year ended December 31, 2025. The 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. SCHEDULE OF FAIR VALUES OF WARRANTS Derivative warrant liabilities Written call option derivative liabilities Balance at February 15, 2024 $ - $ - Initial fair value at issuance 29,000 375,000 Change in fair value 58,180 ( 375,000 ) Balance at December 31, 2024 $ 87,180 $ - Change in fair value ( 60,701 ) - Balance at December 31, 2025 $ 26,479 $ - The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 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 $ - $ - $ 26,479 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 consolidated statements of operations during the three months ended March 31, 2024. The 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. F- 11 TEVOGEN BIO HOLDINGS INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Cash The Company considers all highly liquid financial instruments with a maturity date of 90 days or less when purchased to be cash equivalents. There were no cash equivalents as of December 31, 2025 and 2024 as all amounts consisted of bank deposits. Property and Equipment, Net Property and equipment is recorded at cost. Depreciation and amortization is provided using straight-line methods over their respective estimated useful lives. Repairs and maintenance, which do not extend the useful lives of the related assets, are expensed as incurred. SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIFE Estimated Useful Lives Years Computer software 5 Leasehold improvements 4 - 7 Office equipment 5 Furniture and fixtures 7 The Company reviews the carrying value of property and equipment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its eventual use and disposition. Based on this assessment, management has determined that there was no impairment during the years ended December 31, 2025 and 2024. Leases The Company determines whether an arrangement is or contains a lease, its classification, and its term at the lease commencement date. Leases with a term greater than one year will be recognized on the balance sheet as right-of-use (“ROU”) assets, current lease liabilities, and if applicable, long-term lease liabilities. The Company includes renewal options to extend the lease term where it is reasonably certain that it will exercise these options. Lease liabilities and the corresponding ROU assets are recorded based on the present values of lease payments over the lease term. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes the appropriate incremental borrowing rates, which are the rates that would be incurred to borrow on a collateralized basis, over similar terms, amounts equal to the lease payments in a similar economic environment. If significant events, changes in circumstances, or other events indicate that the lease term or other inputs have changed, the Company would reassess lease classification, remeasure the lease liability using revised inputs as of the reassessment date, and adjust the ROU assets. Lease expense is recognized on a straight-line basis over the expected lease term for operating classified leases. Leases with an initial term of 12 months or less and without a purchase option that the Company is reasonably certain of exercising are not included within the lease ROU assets and lease liabilities on the balance sheet. Research and Development Expenses Research and development activities are expensed as incurred. Costs for clinical trials and manufacturing activities are recognized based on an evaluation of our vendors’ progress towards completion of specific tasks, using data such as participant enrollment, clinical site activations, or information provided to us by vendors regarding their actual costs incurred. Payments for these activities are based on the terms of individual contracts and payment timing may differ significantly from the period in which the services were performed. The Company determines accrual estimates through reports from and discussions with applicable personnel and outside service providers as to the progress or state of completion of studies, or the services completed. The Company estimates accrued expenses as of each balance sheet date based on the facts and circumstances known at the time. Costs that are paid in advance of performance are deferred as a prepaid expense and amortized over the service period as the services are provided. F- 12 TEVOGEN BIO HOLDINGS INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Stock-Based Compensation Compensation cost is measured at the grant date fair value of the award and is recognized over the vesting period of the award. The Company uses the straight-line method to record compensation expense of awards with service-based vesting conditions. The Company accounts for forfeitures of awards as they occur rather than applying an estimated forfeiture rate to stock-based compensation expense. The Company recognizes compensation expense for awards with performance conditions when it is probable that the condition will be met, and the award will vest. Prior to the Merger, the Company estimated the fair value of the Company’s common stock on the date of grant in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation . Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC Topic 740, Income Taxes (“ASC 740”), which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. At December 31, 2025 and 2024, the Company has concluded that a full valuation allowance is necessary for its net deferred tax assets. 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 years ended December 31, 2025 and 2024 are the same. Recently Issued Accounting Standards In 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 . In November 2024, the FASB issued ASU No. 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. In 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. ASU 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. F- 13 TEVOGEN BIO HOLDINGS INC. NOTES TO THE 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 consolidated financial statements and the reported operating results prior to the Merger are those of Tevogen Bio. Immediately after the Merger, there were 3,292,288 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 year ended December 31, 2024. Former 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 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 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 12 for additional information. F- 14 TEVOGEN BIO HOLDINGS INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 5. EARNOUT SHARES Following 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. 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 30,000 shares of common stock, for an aggregate of 90,000 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. PROPERTY AND EQUIPMENT, NET Property and equipment consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENT 2025 2024 December 31, 2025 2024 Computer software $ 292,341 $ 292,341 Leasehold improvements 126,285 263,217 Office equipment 132,468 132,468 Furniture and fixtures 33,743 33,743 Property and equipment, gross 584,837 721,769 Less: accumulated depreciation ( 414,529 ) ( 425,327 ) Total property and equipment, net $ 170,308 $ 296,442 Depreciation expense for the years ended December 31, 2025 and 2024 was $ 190,573 and $ 162,209 , respectively. NOTE 7. ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses and other liabilities consisted of the following: SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES 2025 2024 December 31, 2025 2024 Professional services $ 1,168,538 $ 1,309,163 Other 331,086 403,233 Total $ 1,499,624 $ 1,712,396 NOTE 8. 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 206,748 shares of common stock. These debt obligations were retired upon conversion. F- 15 TEVOGEN BIO HOLDINGS INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 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 $ 75 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 377 shares of common stock. Interest payable through June 30, 2025 was settled in July 2025 through the issuance of 861 shares of common stock. Interest payable through September 30, 2025 was settled in October 2025 through issuance of 958 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 $ 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. 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 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. 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 $ 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. 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 $ 500.00 per share. The Additional Amount Purchase Option was determined to be an embedded derivative within the written loan commitment that requires bifurcation under ASC 815, and thus is carried at fair value with changes in fair value recorded to change in fair value of written call option derivatives liabilities within the consolidated statements of operations and consolidated statements of cash flows. The $ 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. 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 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. 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 December 31, 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 December 31, 2025. The notes’ default provisions do not require the Company to transfer any shares or pay any amounts to Polar. F- 16 TEVOGEN BIO HOLDINGS INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 9. LEASES During 2022, the Company entered into leases for office and laboratory space in Warren Township, New Jersey and Philadelphia, Pennsylvania under operating leases expiring in February 2026 and July 2025, respectively. The leases require fixed monthly payments of rent, as well as a share of operating costs. 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. The lease 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. Lease 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 leases. 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. The weighted average remaining lease term for the Company’s operating leases as of December 31, 2025 was 7.08 years. The weighted average discount rate for the Company’s operating leases for the year ended December 31, 2025 was 15.04 %. Future aggregate minimum rental payments under the operating leases as of December 31, 2025 were as follows: SCHEDULE OF MINIMUM RENTAL PAYMENTS UNDER THE OPERATING LEASES Years Ending December 31, 2026 $ 327,740 2027 327,740 2028 327,740 2029 327,740 Thereafter 1,037,842 Total 2,348,802 Less: imputed interest ( 898,312 ) Operating lease liability $ 1,450,490 Total cash payments related to leases for the years ended December 31, 2025 and 2024 were $ 1,096,646 and $ 1,077,127 , respectively. NOTE 10. COMMITMENTS AND CONTINGENCIES Employment contracts The Company has entered into employment contracts with its officers and certain employees that provide for severance and continuation of benefits in the event of termination of employment either by the Company without cause or by the employee for good reason, both as defined in the applicable agreement. Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. NOTE 11. 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, 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. 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. The fair value of RSUs vested during the years ended December 31, 2025 and 2024 was $ 8.9 million and $ 34.3 million, respectively. F- 17 TEVOGEN BIO HOLDINGS INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS On the Closing Date, the Company issued an aggregate of 386,979 RSUs under the 2024 Plan to the Company’s Chief Executive Officer, Dr. Ryan Saadi (the “Special RSU Award”). Such RSUs immediately converted into shares of Restricted 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 is 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 $ 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. On 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. 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 $ 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 . 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. 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, 2024 - $ - Granted 586,597 165.50 Vested ( 52,792 ) 48.00 Forfeited - - Nonvested as of December 31, 2024 533,805 $ 177.00 Granted 201,996 62.36 Vested ( 116,008 ) 49.63 Forfeited - - Nonvested as of December 31, 2025 619,793 $ 163.47 Performance-Based RSUs Shares Weighted average grant-date fair value Nonvested as of January 1, 2024 218,002 $ 148.50 Granted - - Vested ( 192,210 ) 143.50 Forfeited - - Nonvested as of December 31, 2024 25,792 $ 185.00 Granted - - Vested ( 20,159 ) 163.33 Forfeited - - Nonvested as of December 31, 2025 5,633 $ 265.67 There 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. As a result of the Merger, the liquidity event performance condition was achieved and therefore compensation cost of $ 25,233,487 was recognized for the Performance-Based RSUs 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. F- 18 TEVOGEN BIO HOLDINGS INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The Company recorded stock-based compensation expense in the following expense categories in the accompanying consolidated statements of operations: SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE 2025 2024 Year ended December 31, 2025 2024 Research and development $ 7,329,355 $ 27,019,781 General and administrative 8,893,506 13,744,355 Total $ 16,222,861 $ 40,764,136 NOTE 12. STOCKHOLDERS’ DEFICIT Common Stock As of February 15, 2024, the Company’s common stock and warrants began trading on The Nasdaq Stock Market LLC under the symbols “TVGN” and “TVGNW”, respectively. As of 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. Below is a reconciliation of shares of common stock issued and outstanding: SCHEDULE OF RECONCILIATION OF SHARES OF COMMON STOCK ISSUED AND OUTSTANDING December 31, 2025 Total shares of common stock issued and outstanding 4,020,746 Plus: shares to be issued: Vested RSUs not yet legally settled into common stock (a) 19,869 Less: Shares subject to future vesting: Issuance of restricted common stock subject to forfeiture (b) ( 571,979 ) Total shares, net 3,468,636 (a) As of December 31, 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 11 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. F- 19 TEVOGEN BIO HOLDINGS INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 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 consolidated statements of operations related to issuance of the Series A equal to the fair value of the Series A when issued of $ 5,600 per share less the purchase price of $ 4,000 per share. Dividends Holders of Series A are entitled to receive dividends accruing daily on a cumulative basis payable at a fixed rate of 5 % per annum per share on the Series A Original Issue Price, which rate will automatically increase by 2% every year that the Series A remains outstanding (the “Series A Accruing Dividends”). These dividends become payable when and if declared by the Company. The Series A Preferred Stock will also participate on an as-converted basis in any regular or special dividends paid to holders of the common stock. Liquidation The Series A ranks senior to common stock and Series 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 $ 250.00 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 $ 200.00 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 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. F- 20 TEVOGEN BIO HOLDINGS INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 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 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 $ 2.6 million remains on the Company’s balance sheet at December 31, 2025. 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 December 31, 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. F- 21 TEVOGEN BIO HOLDINGS INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 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 $ 30.86 . 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 $ 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. 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 December 31, 2025, there are 588,398 private placement warrants outstanding. See Note 3 for additional information on the Company’s warrant accounting policy. F- 22 TEVOGEN BIO HOLDINGS INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 13. NET LOSS PER SHARE The 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 2025 2024 Year ended December 31, 2025 2024 Net loss $ ( 26,275,432 ) $ ( 13,727,380 ) Series A cumulative preferred stock dividend ( 100,000 ) ( 76,712 ) Series B stock repurchase - 3,613,000 Stock repurchase - 3,613,000 Series C cumulative preferred stock dividend ( 450,000 ) ( 82,603 ) Cumulative preferred stock dividend ( 450,000 ) ( 82,603 ) Net loss attributable to common stockholders $ ( 26,825,432 ) $ ( 10,273,695 ) 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 December 31, 2025 2024 Outstanding RSUs (a) 54,110 172,465 Restricted Stock 571,979 386,979 Warrants 359,500 359,500 Earnout Shares 490,000 490,000 Total 1,475,589 1,408,944 (a) As 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. 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 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. NOTE 14. INCOME TAXES 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. Due 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 below, the Company did not record any income tax expense or benefit for the years ended December 31, 2025 and 2024. A reconciliation of income tax benefit at the federal statutory income tax rate to the income tax expense at the Company’s effective income tax rate is as follows: SCHEDULE OF RECONCILIATION OF INCOME TAX BENEFIT AT THE FEDERAL STATUTORY INCOME TAX RATE 2025 2024 Year Ended December 31, 2025 2024 Federal benefit at statutory rate ( 5,517,736 ) ( 2,882,592 ) Nondeductible/ nontaxable items 76,545 ( 4,012,313 ) State taxes, net of federal benefit ( 270,014 ) ( 1,685,375 ) Change in valuation allowance 1,459,954 9,124,217 Stock based compensation 5,188,416 ( 633,496 ) Changes in Unrecognized tax benefit 681,228 - Other adjustments ( 5,400 ) 91,309 R&D credit (932,818 ) - Deferred true -up ( 675,245 ) - Income Tax Expense 4,750 1,750 2025 2024 Year Ended December 31, 2025 2024 Federal benefit at statutory rate 21.0 % 21.0 % Nondeductible/ nontaxable items ( 0.3 ) 29.2 State taxes, net of federal benefit 1.0 12.3 Change in valuation allowance ( 5.6 ) ( 66.5 ) Stock based compensation ( 19.7 ) 4.6 Changes in Unrecognized tax benefit ( 2.6 ) Other adjustments - ( 0.6 ) R&D credit 3.6 Deferred true-up 2.6 - 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. Deferred income taxes reflect the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Realization of net deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. F- 23 TEVOGEN BIO HOLDINGS INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The following items comprise the Company’s net deferred tax assets and liabilities as of December 31, 2025 and December 31, 2024: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2025 2024 December 31, 2025 2024 Deferred tax assets Net operating loss $ 11,379,856 $ 6,808,826 Accrued expenses and other 155,500 385,801 Lease liability 379,086 61,380 Stock-based compensation 1,184,100 6,110,942 Fixed assets 19,938 33,834 Other 31,294 30,823 Capitalized research and development expenditures 3,858,487 2,944,801 Research and development credits 2,261,959 234,478 Total deferred tax assets 19,270,220 16,610,885 Valuation allowance ( 18,898,195 ) ( 16,551,169 ) Deferred tax assets 372,025 59,716 Deferred tax liabilities: Right of use asset ( 372,025 ) ( 59,716 ) Total deferred tax liabilities ( 372,025 ) ( 59,716 ) Net deferred tax assets $ - $ - The Company continually evaluates the likelihood of the realization of deferred tax assets and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the extent the future realization of the deferred tax assets is more likely than not. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectation of future taxable income or loss, the carryforward periods available to the Company for tax reporting purposes, and other relevant factors. As of December 31, 2025, based on the Company’s history of earnings and its assessment of future earnings, management believes that it is more likely than not that future taxable income will not be sufficient to realize the deferred tax assets. Therefore, valuation allowance has been applied to deferred tax assets. On 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. As of the year ended December 31, 2025, the Company has federal and state net operating loss carryforwards of approximately $ 43.1 million and $ 45.4 million, respectively. Federal net operating loss (“NOL”) carryforwards in the amount of $ 43.1 million have an indefinite life. Federal NOL carryforwards generated after tax year 2018 are subject to an 80 % limitation on taxable income, do not expire and will carryforward indefinitely. The utilization of the Company’s net operating losses may be subject to a U.S. federal limitation due to the “change in ownership provisions” under Section 382 of the Internal Revenue Code and other similar limitations in various state jurisdictions. Such limitations may result in a reduction of the amount of net operating loss carryforwards in future years and possibly the expiration of certain net operating loss carryforwards before their utilization. F- 24 TEVOGEN BIO HOLDINGS INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS A summary of changes in the valuation allowance for net deferred tax assets during the year ended December 31, 2025 and 2024 were as follows: SCHEDULE OF VALUATION ALLOWANCE FOR NET DEFERRED TAX ASSETS 2025 2024 Year Ended December 31, 2025 2024 Valuation allowance $ 16,551,169 $ 7,426,952 Valuation allowance, beginning balance $ 16,551,169 $ 7,426,952 Increases recorded to income tax provision 2,347,026 9,124,217 Valuation allowance $ 18,898,195 $ 16,551,169 Valuation allowance, ending balance $ 18,898,195 $ 16,551,169 The Company applies the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Company to determine whether a tax position of the Company is more likely than not to be sustained upon examination, including resolution of any related appeals of litigation processes, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the consolidated financial statements is reduced by the largest benefit that has a greater than 50% likelihood of being realized upon the ultimate settlement with the relevant taxing authority. There were no material uncertain tax positions as of December 31, 2025. A reconciliation of the unrecognized tax benefit balances is as follows: SCHEDULE OF RECONCILIATION OF UNRECOGNIZED TAX BENEFIT 2025 2024 Year Ended December 31, 2025 2024 Balance at beginning of the year $ 72,758 $ - Increase for tax positions of prior years 287,868 - Increase for tax positions of current years 393,360 72,758 Balance at end of the year $ 753,986 $ 72,758 The Company recognizes interest and penalties related to uncertain tax positions in income tax expense when in a taxable income position. As of December 31, 2025, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statements of operations and comprehensive loss. NOTE 15. 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 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.” As of December 31, 2025, the Sponsor owes the Company $ 158,819 to cover working capital expenses, which is presented on the consolidated balance sheets under the line item “Due from related party.” See Note 12 for additional information on the Series B issued to the Sponsor. Stock-Based Compensation In 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. Loan Agreement See 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 . Preferred Stock See 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. F- 25 TEVOGEN BIO HOLDINGS INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 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 120,000 RSUs, of which 40,000 immediately vested, and 40,000 RSUs vested in both January 2025 and February 2025. 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 . NOTE 16. 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 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. For the segment, the chief operating decision maker uses net loss, which is reported on the 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 consolidated balance sheet as total consolidated assets. NOTE 17. SUBSEQUENT EVENTS In February and March 2026, the Company has drawn a total of $2.0 million from the Facility. F- 26 SIGNATURES Pursuant 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 on its behalf by the undersigned, thereunto duly authorized . Tevogen Bio Holdings Inc. Date: March 31, 2026 By: /s/ Ryan Saadi Ryan Saadi Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated. Signature Date Title /s/ Ryan Saadi March 31, 2026 Chief Executive Officer and Chairperson of the Board of Directors Ryan Saadi (Principal Executive Officer) /s/ Kirti Desai March 31, 2026 Chief Financial Officer Kirti Desai (Principal Financial Officer and Principal Accounting Officer) /s/ Jeffrey Feike March 31, 2026 Director Jeffrey Feike /s/ Dr. Keow Lin Goh March 31, 2026 Director Dr. Keow Lin Goh /s/ Dr. Curtis Patton March 31, 2026 Director Dr. Curtis Patton /s/ Susan Podlogar March 31, 2026 Director Susan Podlogar /s/ Victor Sordillo March 31, 2026 Director Victor Sordillo 100