Tevogen Inc. 10-Q

Item 1. Financial Statements. TEVOGEN INC. UNAUDITED CONSOLIDATED BALANCE SHEETS June 30, 2026 December 31, 2025 Assets Current assets: Cash $ 1,082,155 $ 552,372 Prepaid expenses and other assets 768,286 828,592 Due from related party 158,819 158,819 Total current assets 2,009,260 1,539,783 Property and equipment, net 109,772 170,308 Right-of-use assets - operating leases 1,364,814 1,423,473 Deferred transaction costs 178,011 183,546 Other assets 1,065,884 1,065,884 Total assets $ 4,727,741 $ 4,382,994 Liabilities and stockholders’ deficit Current liabilities: Accounts payable $ 2,829,264 $ 3,340,127 Accrued expenses and other liabilities 1,092,580 1,499,624 Operating lease liabilities 327,740 327,740 Notes payable 1,651,000 1,651,000 Due to related party 250,000 250,000 Total current liabilities 6,150,584 7,068,491 Loan agreement 6,400,000 4,400,000 Operating lease liabilities 1,064,092 1,122,750 Derivative warrant liabilities 1,825 26,479 Total liabilities 13,616,501 12,617,720 Stockholders’ deficit Series A Preferred Stock, $ 0.0001 par value; 2,000 shares authorized; 500 shares issued and outstanding as of June 30, 2026 and December 31, 2025 (liquidation value of $ 2,246,137 at June 30, 2026) 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 June 30, 2026 and December 31, 2025 (liquidation value of $ 6,815,261 at June 30, 2026) 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; 4,255,107 and 4,020,746 shares issued and outstanding at June 30, 2026 and December 31, 2025 426 402 Additional paid-in capital 133,179,568 122,625,431 Accumulated deficit ( 150,868,744 ) ( 139,660,549 ) Total stockholders’ deficit ( 8,888,760 ) ( 8,234,726 ) Total liabilities and stockholders’ deficit $ 4,727,741 $ 4,382,994 See accompanying notes to the unaudited consolidated financial statements. 1 TEVOGEN INC. UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS 2026 2025 2026 2025 Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 Operating expenses: Research and development $ 3,282,557 $ 2,699,991 $ 6,417,367 $ 5,895,059 General and administrative 2,379,819 2,744,545 4,645,929 9,905,824 Total operating expenses 5,662,376 5,444,536 11,063,296 15,800,883 Loss from operations ( 5,662,376 ) ( 5,444,536 ) ( 11,063,296 ) ( 15,800,883 ) Interest expense, net ( 98,387 ) ( 38,033 ) ( 169,553 ) ( 62,604 ) Change in fair value of warrants ( 1,177 ) ( 21,410 ) 24,654 ( 7,553 ) Net loss $ ( 5,761,940 ) $ ( 5,503,979 ) $ ( 11,208,195 ) $ ( 15,871,040 ) Net loss attributable to common stockholders, basic and diluted $ ( 5,839,776 ) $ ( 5,641,102 ) $ ( 11,560,278 ) $ ( 16,145,287 ) Net loss per share attributable to common stockholders, basic and diluted $ ( 1.52 ) $ ( 1.71 ) $ ( 3.16 ) $ ( 4.95 ) Weighted-average common stock outstanding, basic and diluted 3,829,365 3,293,065 3,658,135 3,260,783 See accompanying notes to the unaudited consolidated financial statements. 2 TEVOGEN INC. UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Deficit Series A Preferred Stock Series B Preferred Stock Series C Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholders’ Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Deficit Balance at January 1, 2026 500 $ 2,799,990 - - 600 $ 6,000,000 4,020,746 $ 402 $ 122,625,431 $ ( 139,660,549 ) $ ( 8,234,726 ) Issuance of common stock in settlement of vested restricted stock units - - - - - - 25,868 3 ( 3 ) - - Issuance of shares under the sales agreement, net of issuance costs - - - - - - 122,091 12 989,219 - 989,231 Stock-based compensation - - - - - - - - 2,849,592 - 2,849,592 Net loss - - - - - - - - - ( 5,446,255 ) ( 5,446,255 ) Balance at March 31, 2026 500 $ 2,799,990 - - 600 $ 6,000,000 4,168,705 $ 417 $ 126,464,239 $ ( 145,106,804 ) $ ( 9,842,158 ) Issuance of common stock in settlement of vested restricted stock units - - - - - - 34,000 4 ( 4 ) - - Loan agreement interest settled in stock - - - - - - 1,764 - 134,461 - 134,461 Issuance of pre-funded warrants, net of issuance costs - - - - - - - - 2,967,000 - 2,967,000 Issuance of shares under the sales agreement, net of issuance costs - - - - - - 50,638 5 325,248 - 325,253 Stock-based compensation - - - - - - - - 3,288,624 - 3,288,624 Net loss - - - - - - - - - ( 5,761,940 ) ( 5,761,940 ) Balance at June 30, 2026 500 $ 2,799,990 - - 600 $ 6,000,000 4,255,107 $ 426 $ 133,179,568 $ ( 150,868,744 ) $ ( 8,888,760 ) Series A Preferred Stock Series B Preferred Stock Series C Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholders’ Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Deficit Balance at January 1, 2025 500 $ 2,799,990 - - 600 $ 6,000,000 3,559,827 $ 356 $ 97,910,766 $ ( 113,385,117 ) $ ( 6,674,005 ) Issuance of common stock in settlement of vested restricted stock units - - - - - - 118,041 11 ( 11 ) - - Loan Agreement interest settled in stock - - - - - - - - 28,269 - 28,269 Capital contribution - - - - - - - - 2,000,000 - 2,000,000 Stock-based compensation - - - - - - - - 7,292,701 - 7,292,701 Net loss - - - - - - - - - ( 10,367,061 ) ( 10,367,061 ) Balance at March 31, 2025 500 $ 2,799,990 - - 600 $ 6,000,000 3,677,868 $ 367 $ 107,231,725 $ ( 123,752,178 ) $ ( 7,720,096 ) Issuance of common stock in settlement of vested restricted stock units — — — — — — 196,000 20 ( 20 ) — — Capital contribution — — — — — — — — 500,000 — 500,000 Stock-based compensation — — — — — — — — 3,239,333 — 3,239,333 Net loss — — — — — — — — — ( 5,503,979 ) ( 5,503,979 ) Balance at June 30, 2025 500 $ 2,799,990 — — 600 $ 6,000,000 3,873,868 387 110,971,037 ( 129,256,157 ) ( 9,484,742 ) See accompanying notes to the unaudited consolidated financial statements. 3 TEVOGEN INC. UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS 2026 2025 For the six months ended June 30, 2026 2025 Cash flows from operating activities: Net loss $ ( 11,208,195 ) $ ( 15,871,040 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation expense 60,536 131,994 Stock-based compensation expense 6,138,216 10,532,034 Change in fair value of warrants ( 24,654 ) 7,553 Amortization of right-of-use asset 58,659 264,192 Change in operating assets and liabilities: Prepaid expenses and other assets 78,370 ( 297,763 ) Other assets - 9,957 Accounts payable ( 510,863 ) ( 959,943 ) Accrued expenses and other liabilities ( 272,583 ) ( 71,206 ) Operating lease liabilities ( 58,658 ) ( 243,544 ) Net cash used in operating activities ( 5,739,172 ) ( 6,497,766 ) Cash flows from investing activities: Net cash used in investing activities - - Cash flows from financing activities: Proceeds from loan agreement 2,000,000 3,400,000 Proceeds from pre-funded warrants, net of offering costs 2,967,000 - Proceeds from issuance of shares under the sales agreement, net of offering costs 1,301,955 - Capital contribution - 2,500,000 Net cash provided by financing activities 6,268,955 5,900,000 Net increase (decrease) in cash 529,783 ( 597,766 ) Cash - beginning of period 552,372 1,282,995 Cash - end of period $ 1,082,155 $ 685,229 Supplementary disclosure of noncash investing and financing activities: Issuance of shares in connection with the loan agreement 134,461 - Deferred offering cost amortization 5,535 - Receivables from issuance of shares under the sales agreement 18,064 - Right-of-use assets obtained in exchange for operating lease liabilities - 1,513,607 See accompanying notes to the unaudited consolidated financial statements. 4 TEVOGEN INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. NATURE OF BUSINESS Tevogen Inc., a Delaware corporation (the “Company”), is a healthcare company focused on addressing unmet needs across biotechnology, technology, and healthcare services. The Company’s business includes Tevogen Bio, its biotechnology initiative focused on developing off-the-shelf cellular immunotherapies, and Tevogen.AI, an initiative leveraging artificial intelligence and advanced data analytics to advance precision medicine. The Company also recently established Tevogen Healthcare Services, a healthcare services initiative intended to support longer-term efforts to improve healthcare affordability, accessibility, and efficiency. The Company is harnessing the power of CD8+ cytotoxic T lymphocytes (“CD8+ CTLs”) to develop off-the-shelf, precision T cell therapies for the treatment of infectious diseases, cancers, and other disorders through its Tevogen Bio initiative. The Company’s precision T cell technology, ExacTcell TM , 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. Tevogen Healthcare Services is an emerging initiative and remains at an early stage of development. 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 (the “Reverse Stock Split”). 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. 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 $ 50.0 million 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 (the “Securities Act”). Management believes that cash of $ 1,082,155 as of June 30, 2026, combined with the amounts available under the Loan Agreement (the “Loan Agreement”) entered into in June 2024 with The Patel Family, LLP (the “Patel Family”) and the remaining commitment for a $ 7.0 million grant from KRHP LLC, a New Jersey limited liability company (“KRHP”), will allow the Company to have adequate cash and financial resources to operate for at least the next 12 months from the date of issuance of these unaudited consolidated financial statements. The Company does not plan to initiate another 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. 5 Operations since inception have consisted primarily of organizing the Company, securing financing, developing licensed technologies, performing research, conducting preclinical studies and a clinical trial, and pursuing and completing the business combination pursuant to that certain Agreement and Plan of Merger, dated June 28, 2023 (the “Merger Agreement”), by and among Semper Paratus Acquisition Corporation, a Cayman Islands exempted company (“Semper Paratus”), Semper Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Semper Paratus (“Merger Sub”), SSVK Associates, LLC, a Delaware limited liability company (the “Sponsor”), in its capacity as purchaser representative, Tevogen Bio Inc (n/k/a Tevogen Bio Inc.), a Delaware corporation (“Tevogen Bio”), and Dr. Ryan Saadi, in his capacity as seller representative, pursuant to which Merger Sub merged with and into Tevogen Bio (the “Merger”), with Tevogen Bio being the surviving company and a wholly owned subsidiary of Semper Paratus (the “Business Combination”). The Company is subject to risks associated with any company with specialty biotechnology initiatives that require 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. NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The summary of significant accounting policies in Note 3 to the Company’s audited consolidated financial statements included in the Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2026 (the “Annual Report”) has not materially changed, except as reflected in the following: Basis of Presentation These unaudited consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). In the opinion of management, all adjustments considered necessary for a fair statement of the financial position and results of operations of the Company have been included. 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. There were no transfers between levels during the six months ended June 30, 2026 and 2025. 6 The Company recorded a loss and a gain on change in fair value of derivative warrant liabilities of $ 1,177 and $ 24,654 during the three and six months ended June 30, 2026, respectively. The Company recorded losses on change in fair value of derivative warrant liabilities of $ 21,410 and $ 7,553 during the three and six months ended June 30, 2025. 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 of the Business Combination (the “Closing”) of the transactions pursuant to the Merger Agreement on February 14, 2024 (the “Closing Date”) 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 June 30, 2026. Such fair value measurements are Level 3 inputs. The following table provides a roll-forward of the aggregate fair values of the warrants. SCHEDULE OF FAIR VALUES OF WARRANTS Derivative warrant liabilities Balance at January 1, 2025 $ 87,180 Change in fair value 7,553 Balance at June 30, 2025 $ 94,733 Balance at January 1, 2026 $ 26,479 Change in fair value ( 24,654 ) Balance at June 30, 2026 $ 1,825 The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at June 30, 2026, 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 Input s (Level 3) Liabilities: Derivative warrant liabilities 3 $ - $ - $ 1,825 The Company used a Monte Carlo simulation (“MCS”) valuation methodology to determine the fair value of the freestanding $ 14,000,000 purchase option and remaining embedded $ 11,000,000 purchase option associated with the Loan Agreement as of June 30, 2026. The MCS methodology simulates the Company’s future stock price to estimate if and when the 10-day trailing volume weighted average price of the common stock (the “Trailing VWAP”) will reach $ 500.00 per share (as adjusted for the Reverse 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 84.04 % and 78.5 % and discount rates of 3.7 % and 4.0 % for the six months ended June 30, 2026 and 2025, respectively. At June 30, 2026 and December 31, 2025, the MCS produced a fair value of $ 0 relating to these freestanding and embedded options. Net Loss Per Share The Company computes basic net loss per share by dividing net loss by the weighted-average common stock outstanding during the period. Given the Company’s net loss, basic and diluted net loss per share for the three and six months ended June 30, 2026 and 2025 are the same. Pre-funded Warrants In May 2026, the Company issued pre-funded warrants to purchase shares of its common stock in a private placement (the “Pre-funded Warrants”). Consistent with the accounting framework described above, the Company evaluated the Pre-funded Warrants under ASC 480 and ASC 815 to determine whether they are freestanding financial instruments that 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 common stock and whether they are subject to any provision that could require net cash settlement outside of the Company’s control. Based on this assessment, the Company concluded that the Pre-funded Warrants meet all of the criteria for equity classification and are recorded as a component of additional paid-in capital at the time of issuance, net of issuance costs directly attributable to the offering. The Pre-funded Warrants are not subsequently remeasured. Recently Issued Accounting Standards 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 unaudited consolidated financial statements and related disclosures. 7 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. NOTE 4. ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses and other liabilities consisted of the following: SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES June 30, 2026 December 31, 2025 Professional services $ 958,679 $ 1,168,538 Other 133,901 331,086 Total $ 1,092,580 $ 1,499,624 NOTE 5. DEBT Loan Agreement In June 2024, the Company entered into the Loan Agreement with 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 . As of December 31, 2025, the Company had drawn $ 4,400,000 from the Facility, with maturity dates ranging from July 2028 to June 2029. The Company drew $ 2,000,000 during the first six months of 2026, with maturity dates ranging from February to March 2030. As of June 30, 2026, the outstanding balance on the Loan Agreement was $ 6,400,000 . As of June 30, 2026, $ 11,000,000 remained available for future financing. 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 derivative liabilities within the unaudited consolidated statements of operations and unaudited 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 derivative liabilities within the unaudited consolidated statements of operations and unaudited consolidated statements of cash flows. The $ 14 million Purchase Option and the Additional Amount Purchase Option are recorded to written call option derivative liabilities within the unaudited consolidated balance sheet and have a fair value of $ 0 as of June 30, 2026 and December 31, 2025, 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. 8 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 June 30, 2026. The notes payable do not accrue interest. The outstanding balance of the notes was required to be repaid in full within five business days of the Merger, and the Company is therefore in default of its obligations at June 30, 2026. The notes’ default provisions do not require the Company to transfer any shares or pay any amounts to Polar. NOTE 6. STOCK-BASED COMPENSATION In connection with the Closing, the Company adopted the Tevogen 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 June 30, 2026, awards for 112,676 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 six months ended June 30, 2026 and 2025 was $ 0.6 million and $ 7.9 million, respectively. 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 “2025 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 2025 RSA Vesting Period. 9 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, 2026 619,793 $ 163.47 Granted 74,000 10.40 Vested ( 53,711 ) 21.54 Forfeited - - Nonvested as of June 30, 2026 640,082 $ 166.80 Service-Based Restricted Stock and RSUs Shares Weighted average grant-date fair value Nonvested as of January 1, 2025 533,805 $ 177.00 Granted 201,997 62.50 Vested ( 114,128 ) 49.00 Forfeited - - Nonvested as of June 30, 2025 621,674 $ 163.00 Performance-Based RSUs Shares Weighted average grant-date fair value Nonvested as of January 1, 2026 5,633 $ 265.67 Granted - - Vested - - Forfeited - - Nonvested as of June 30, 2026 5,633 $ 265.67 Performance-Based RSUs Shares Weighted average grant-date fair value Nonvested as of January 1, 2025 25,792 $ 185.00 Granted - - Vested ( 4,186 ) 171.00 Forfeited - - Nonvested as of June 30, 2025 21,606 $ 188.00 There was $ 3,107,254 and $ 5,776,812 of compensation cost related to shares of service-based Restricted Stock and service-based RSUs during the three and six months ended June 30, 2026. There was $ 78,914,936 of unrecognized compensation cost related to shares of service-based Restricted Stock and service-based RSUs as of June 30, 2026, which will be expensed over a weighted average period of 7.7 years. There was $ 181,369 and $ 361,404 of compensation cost related to Performance-Based RSUs during the three and six months ended June 30, 2026. There was $ 744,984 of unrecognized compensation cost related to Performance-Based RSUs as of June 30, 2026, which will be expensed over a weighted average period of 1.0 years. 10 The Company recorded stock-based compensation expense in the following expense categories in the accompanying unaudited consolidated statements of operations: SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE 2026 2025 Three months ended June 30, 2026 2025 Research and development $ 2,136,272 $ 1,720,666 General and administrative 1,152,352 1,518,667 Total $ 3,288,624 $ 3,239,333 2026 2025 Six months ended June 30, 2026 2025 Research and development $ 4,021,590 $ 3,547,013 General and administrative 2,116,626 6,985,021 Total $ 6,138,216 $ 10,532,034 NOTE 7. STOCKHOLDERS’ DEFICIT Common Stock As of June 30, 2026, the Company had 4,255,107 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 June 30, 2026 Total shares of common stock issued and outstanding 4,255,107 Plus: shares to be issued: Vested RSUs not yet legally settled into common stock (a) 13,712 Pre-funded warrants not yet legally settled into common stock (b) 375,000 Less: Shares subject to future vesting: Issuance of restricted common stock subject to forfeiture (c) ( 571,979 ) Total shares, net 4,071,840 (a) As of June 30, 2026, there were RSUs that had vested but had not been legally settled into common stock. (b) As of June 30, 2026, the pre-funded warrants had not been legally settled into common stock. (c) The Company’s executive officers will automatically forfeit all unvested Restricted Stock in the event they depart the Company. Pre-funded Warrants On May 15, 2026, the Company closed the sale of the Pre-funded Warrants to purchase up to 375,000 shares of common stock to a single accredited investor, the Patel Family, in a private placement exempt from registration under Section 4(a)(2) of the Securities Act pursuant to a Securities Purchase Agreement dated May 11, 2026. The Pre-funded Warrants were sold for an aggregate purchase price of $ 3,000,000 , representing an issue price of $ 0.0001 per warrant plus prepayment of substantially all of the per-share exercise price. Each Pre-funded Warrant is exercisable for one share of the Company’s common stock, par value $ 0.0001 per share, at a remaining exercise price of $ 0.0001 per share, and does not expire until exercised in full. The Pre-funded Warrants may be exercised for cash or, at the holder’s election, on a cashless basis. The Company is not required, under any circumstance, to settle the Pre-funded Warrants in cash. The holder’s ability to exercise the Pre-funded Warrants is limited to a beneficial ownership cap of 9.99% of the Company’s then-outstanding common stock, which the holder may increase to up to 19.99% upon 61 days’ prior written notice to the Company. As of June 30, 2026, none of the Pre-funded Warrants had been exercised. As of June 30, 2026, there are 375,000 Pre-funded Warrants outstanding. Public Warrants As of June 30, 2026, there are 347,732 public warrants outstanding. Private Placement Warrants As of June 30, 2026, there are 11,768 private placement warrants outstanding. See Note 3 for additional information on the Company’s warrant accounting policy. NOTE 8. 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 2026 2025 Three months ended June 30, 2026 2025 Net loss $ ( 5,761,940 ) $ ( 5,503,979 ) Series A preferred stock cumulative dividend ( 19,562 ) ( 24,931 ) Series C preferred stock cumulative dividend ( 58,274 ) ( 112,192 ) Net loss attributable to common stockholders $ ( 5,839,776 ) $ ( 5,641,102 ) 2026 2025 Six months ended June 30, 2026 2025 Net loss $ ( 11,208,195 ) $ ( 15,871,040 ) Series A preferred stock cumulative dividend ( 69,425 ) ( 49,863 ) Series C preferred stock cumulative dividend ( 282,658 ) ( 224,384 ) Preferred stock dividend ( 282,658 ) ( 224,384 ) Net loss attributable to common stockholders $ ( 11,560,278 ) $ ( 16,145,287 ) As of June 30, 2026, there are 375,000 Pre-funded Warrants included in the basic and diluted net loss per share calculations. 11 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 2026 2025 June 30, 2026 2025 Outstanding RSUs (a) 73,736 71,249 Restricted Stock 571,979 571,979 Warrants 359,500 359,500 Earnout Shares 490,000 490,000 Total 1,495,215 1,492,728 (a) As of June 30, 2026 there were an additional 13,712 RSUs that had vested but had not been legally settled into common stock and therefore were included in the basic net loss per share. The above table excludes any potentially anti-dilutive shares as a result of the $ 14 million Purchase Option and the Additional Amount Purchase Option (see Note 5). 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 9. RELATED PARTY TRANSACTIONS Transactions with Sponsor Pursuant to the Merger Agreement, the Company incurred fees to the Sponsor for advisory services (the “Sponsor Advisory Service Fee”). The Sponsor Advisory Service Fee payable is presented on the unaudited consolidated balance sheets under the line item “Due to related party.” As of June 30, 2026, the Sponsor owes the Company $ 158,819 to cover working capital expenses, which is presented on the unaudited consolidated balance sheets under the line item “Due from related party.” Loan Agreement See Note 5 for additional information on the Loan Agreement with the Patel Family, which provides for a Facility for term loans. Consulting Agreement In December 2024, the Company contracted with Dr. Manmohan Patel 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 vested immediately and 40,000 RSUs vested in each of January 2025 and February 2025, with an aggregate grant date fair value of $ 5,976,000 . KRHP In January 2025, the Company received a grant of $ 2.0 million from KRHP to further the Company’s 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. Pre-funded Warrants On May 15, 2026, the Company closed the sale of the Pre-funded Warrants to the Patel Family for an aggregate purchase price of approximately $ 3.0 million. The exercise price of each Pre-funded Warrant is $ 0.0001 per share, payable upon exercise. The Patel Family’s ability to exercise the Pre-funded Warrants is limited to a beneficial ownership cap of 9.99% of the Company’s then-outstanding common stock, which the Patel Family may increase to up to 19.99% upon 61 days’ prior written notice to the Company. The Company filed a resale registration statement to register the resale of the shares of common stock issuable upon exercise of the Pre-funded Warrants, and agreed to maintain the effectiveness of such registration statement until such time as the shares of common stock issuable upon exercise of the Pre-funded Warrants are no longer owned by the Patel Family or may be sold without volume or manner of sale restrictions pursuant to Rule 144 under the Securities Act. 12 NOTE 10. 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 unaudited consolidated statements of operations as consolidated net loss, to allocate resources (including employees, property, and financial resources), predominantly during the annual budget and forecasting process. The chief operating decision maker also uses consolidated net loss, along with non-financial inputs and qualitative information, to evaluate the Company’s performance, establish compensation, monitor budget versus actual results, and decide the level of investment in the Company’s various research activities. The measure of segment assets is reported on the unaudited consolidated balance sheet as total consolidated assets. NOTE 11. SUBSEQUENT EVENTS On July 10, 2026 and July 21, 2026, the Company issued an aggregate of 2,245,000 shares of Restricted Stock under the 2024 Plan to the Company’s executive officers and other key employees and consultants, including a grant of 1,220,000 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 July 10, 2033 and the shares of Restricted Stock granted to each other grantee will vest in three equal installments on the earlier of each of (i) the first anniversary of the grant date and the Issuer having aggregate revenue of $ 50 million since the grant date, (ii) the second anniversary of the grant date and the Issuer having aggregate revenue of $ 100 million since the grant date, and (ii) the third anniversary of the grant date and the Issuer having aggregate revenue of $ 150 million since the grant date, provided that the reporting person remains in service with the Issuer on the applicable vesting date (the “2026 RSA Vesting Period”), 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 grantees 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 approximately $ 5.06 and $ 4.06 per share for grants issued on July 10, 2026 and July 21, 2026, respectively, equivalent to the closing price of the Company’s common stock on the grant date, resulting in a total grant date fair value of $ 11,075,000 . 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 2026 RSA Vesting Period. 13