What changed in this filing

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Item 1. Financial Statements

2025-05-14 compared with 2024-11-19 · 450 added, 462 removed, 361 unchanged (72% of the section changed)

3 unchanged sentences

Current assets:

Prepaid expenses and other

from related party

Prepaid expenses and other assets

Due from related party

Total current assets

1 unchanged sentence

Right-of-use assets - operating leases

Deferred transaction costs

Liabilities and stockholders’

Liabilities and stockholders’ deficit

Current liabilities:

Accounts payable

Accrued expenses and other

Accrued expenses and other liabilities

Operating lease liabilities

Notes payable

Convertible promissory

Loan agreement

to related party

Due to related party

Total current liabilities

Convertible promissory notes

Loan agreement

Operating lease liabilities

Derivative warrant liabilities

Written call option derivative

Total liabilities

Stockholders’ deficit

Series A Preferred Stock, $ 0.0001 par value;

Series A Preferred Stock, $ 0.0001

shares authorized;

500 shares issued and outstanding as of September 30, 2024

Series C Preferred Stock, $ 0.0001 par value;

issued and outstanding as of March 31, 2025 and December 31, 2024 (liquidation value of $ 2,076,712

at March 31, 2025)

Series C Preferred Stock, $ 0.0001

shares authorized;

400 shares issued and outstanding as of September 30, 2024

shares issued and outstanding as of March 31, 2025 and December 31, 2024 (liquidation value of $ 6,082,603

at March 31, 2025)

Preferred Stock, value

1 unchanged sentence

800,000,000 shares authorized;

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

183,893,433 and 177,991,365 shares issued and outstanding at March 31, 2025 and December 31, 2024

Additional paid-in capital

Accumulated deficit

( 123,752,178 )

( 113,385,117 )

Total stockholders’

Total stockholders’ deficit

( 7,720,096 )

( 6,674,005 )

Total liabilities and

stockholders’ deficit

Total liabilities and stockholders’ deficit

accompanying notes to the unaudited consolidated financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF OPERATIONS

Operating expenses:

and administrative

Three months ended

Operating expenses:

from operations

( 6,085,527 )

( 2,325,008 )

Research and development

General and administrative

Total operating expenses

Loss from operations

( 10,356,347 )

4 unchanged sentences

Change in fair value of warrants

Change in fair value of convertible promissory

( 1,280,000 )

( 49,122,865 )

Change in fair value of written call option

derivative liabilities

Loss on issuance of commitment

$ ( 5,884,223 )

$ ( 3,904,951 )

$ ( 4,282,828 )

$ ( 56,845,448 )

Net loss attributable

to common stockholders, basic

$ ( 5,909,428 )

$ ( 3,904,951 )

$ ( 864,521 )

$ ( 56,845,448 )

Net loss attributable

to common stockholders, diluted

Change in fair value of convertible promissory notes

Net income (loss)

$ ( 10,367,061 )

Net income (loss) attributable to common stockholders, basic

$ ( 10,504,185 )

Net loss attributable to common stockholders, diluted

$ ( 10,504,185 )

$ ( 37,049,420 )

Net loss per share attributable

to common stockholders, basic

Net loss per share attributable

to common stockholders, diluted

Weighted-average common

stock outstanding, basic

Weighted-average common

stock outstanding, diluted

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

Net loss per share attributable to common stockholders, diluted

Weighted average common stock outstanding, basic

Weighted-average common stock outstanding, diluted

accompanying notes to the unaudited consolidated financial statements.

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

A Preferred Stock

B Preferred Stock

C Preferred Stock

Series A Preferred Stock

Series B Preferred Stock

Series C Preferred Stock

Additional Paid-in

Total Stockholders’

Balance at January 1, 2025

1 unchanged sentence

$ ( 6,674,005 )

Issuance of Series A preferred

Nonrefundable prepaid proceeds

towards anticipated Series A-1 preferred stock issuance

Issuance of Series B preferred

Conversion of convertible

promissory notes into common stock in connection with merger

Merger, net of redemptions

and transaction costs

( 2,885,459 )

( 2,883,981 )

Issuance of restricted

Issuance of common stock

for Sponsor advisory service fee

Stock-based compensation

Balance at March 31, 2024

$ ( 88,392,895 )

$ ( 5,802,670 )

Issuance of commitment

shares in connection with the unsecured equity line of credit facility

Issuance of common stock

in connection with Polar note payable

Issuance of common stock

in settlement of vested restricted stock units

Nonrefundable prepaid proceeds

towards anticipated Series A-1 preferred stock issuance

Contribution from related

$ ( 3,613,000 )

Stock-based compensation

( 9,663,447 )

Balance at June 30,

$ ( 98,056,342 )

$ ( 7,663,897 )

Issuance of Series C preferred

Issuance of preferred

Issuance of common stock

in settlement of vested restricted stock units

Issuance of common stock in settlement of vested restricted stock units

Loan Agreement interest settled in stock

Capital contribution

Stock-based compensation

1 unchanged sentence

( 10,367,061 )

Balance at September

$ ( 103,940,565 )

$ ( 6,190,469 )

A Preferred Stock

B Preferred Stock

C Preferred Stock

Balance at January 1, 2023

$ ( 39,180,057 )

$ ( 33,951,217 )

( 30,756,144 )

Balance at March 31, 2025

2 unchanged sentences

$ ( 7,720,096 )

( 22,184,353 )

Balance at June 30, 2023

$ ( 92,120,554 )

$ ( 86,891,714 )

Series A Preferred Stock

Series B Preferred Stock

Series C Preferred Stock

Additional Paid-in

Total Stockholders’

Balance at January 1, 2024

$ ( 99,657,737 )

2 unchanged sentences

$ ( 94,428,897 )

Issuance of Series A preferred stock

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

Issuance of Series B preferred stock

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

Merger, net of redemptions and transaction costs

( 2,885,459 )

( 2,883,981 )

Balance at September

Issuance of restricted common stock

Issuance of common stock for Sponsor advisory service fee

Stock-based compensation

Net income (Loss)

Balance at March 31, 2024

$ ( 88,392,895 )

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CONSOLIDATED STATEMENTS OF CASH FLOWS

the nine months ended September 30,

Cash flows from operating

$ ( 4,282,828 )

Three months ended

Cash flows from operating activities:

Net income (loss)

$ ( 10,367,061 )

Adjustments to reconcile

net loss to net cash used in operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation expense

Stock-based compensation

Stock-based compensation expense

Non-cash interest expense

Merger transaction costs

Change in fair value of

convertible promissory notes

Change in fair value of convertible promissory notes

( 48,468,678 )

Loss on Series A Preferred

Stock issuance

Loss on issuance of commitment

Change in fair value of

written call option derivative liabilities

Amortization of right-of-use

Change in operating assets

and liabilities:

Prepaid expenses and other

Loss on Series A Preferred Stock issuance

Change in fair value of warrants

Amortization of right-of-use asset

Change in operating assets and liabilities:

Prepaid expenses and other assets

Accounts payable

Accrued expenses and other

lease liabilities

cash used in operating activities

Accrued expenses and other liabilities

Operating lease liabilities

Net cash used in operating activities

( 3,308,063 )

( 2,163,825 )

Cash flows from investing

of property and equipment

cash used in investing activities

Cash flows from financing

Cash acquired in connection

with the reverse recapitalization

Proceeds from issuance

of Series A Preferred Stock

Proceeds from issuance

of Series C Preferred Stock

Nonrefundable prepaid proceeds

towards anticipated Series A-1 Preferred Stock Issuance

Cash flows from investing activities:

Net cash used in investing activities

Cash flows from financing activities:

Cash acquired in connection with the reverse recapitalization

Proceeds from issuance of Series A Preferred Stock

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

Proceeds from capital contribution

Proceeds from loan agreement

Payments of deferred transaction

from issuance of convertible promissory notes

cash provided by financing activities

Net increase (decrease) in cash

( 2,877,646 )

Cash – beginning

Cash – end of

Supplementary disclosure

of noncash investing and financing activities:

de-SPAC transaction fees

included in accrued expenses and other liabilities

Conversion of convertible

promissory notes into common stock in connection with Merger

Repurchase of Series B

preferred stock

Issuance of common stock

for net liabilities upon reverse recapitalization, net of transaction costs

Net cash provided by financing activities

Net increase in cash

Cash – beginning of period

Cash – end of period

Supplementary disclosure of noncash investing and financing activities:

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

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

( 3,113,309 )

4 unchanged sentences

Bio Holdings Inc., a Delaware corporation (the “Company”), is a clinical-stage specialty immunotherapy company harnessing

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

The Company’s precision T cell technology, ExacTcell, is a set of processes and methodologies to develop, enrich,

and expand single human leukocyte antigen-restricted CTL therapies with proactively selected, precisely defined targets.

has completed a Phase 1 proof-of-concept trial for the first clinical product of ExacTcell, TVGN 489, for the treatment of ambulatory,

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

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.

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

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Ryan Saadi, in his capacity as seller representative, Merger Sub merged with and

into Tevogen Bio with Tevogen Bio being the surviving company and a wholly owned subsidiary of the Company (the “Merger,”

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

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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.

and presented in the unaudited consolidated financial statements and notes thereto has been retroactively adjusted to reflect the Exchange

the Merger, the former equity holders and holders of convertible promissory notes of Tevogen Bio held 91.0 % of the outstanding shares

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

The Company anticipates incurring additional

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

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

to September 30, 2024, and the Loan Agreement entered into in June 2024 (as defined in Note 7), which allows the Company to draw down

term loans of $ 1,000,000 per month over thirty-six months for an initial total of $ 36,000,000 , will allow the Company to have adequate

cash and financial resources to operate for at least the next 12 months from the date of issuance of these unaudited consolidated financial

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

The Company anticipates incurring

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

Management believes that cash of $ 1,974,932

as of March 31, 2025, the amounts available under the Loan Agreement entered into in June 2024 (as defined in Note 7), and the

commitment for an $ 8,000,000

grant from KRHP LLC, a New Jersey limited liability company (“KRHP”), will allow the Company to have adequate cash and

financial resources to operate for at least the next 12 months from the date of issuance of these unaudited consolidated financial

The Company received a capital contribution in the form of a grant of $ 2,000,000

from KRHP in January 2025 and drew $ 1,000,000

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

The initial $ 2,000,000

in grant funding may not be used for the payment of a pre-existing pledge or other financial obligation and does not include any

requirement to repay KRHP or to issue equity in consideration of the funding.

KRHP has committed to provide an additional $ 8,000,000

of grant funding to the Company to be used towards the Company’s ongoing operational expenses.

The grant funding will be used

to satisfy the Company’s obligations as they come due through March 31, 2026.

The grant funding will be accounted for as a capital contribution and the proceeds recorded to additional paid-in

The Company does not plan to initiate a clinical

trial until additional funding is received.

BIO HOLDINGS INC.

TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

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

Bio Holdings Inc.

TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

summary of significant accounting policies included in the Company’s annual financial statements that can be found in Exhibit 99.1

of the Company’s Current Report on Form 8-K/A filed with the SEC on April 29, 2024 (the “Form 8-K”), have not materially

changed, except as reflected in the following:

summary of significant accounting policies in Note 3 to the Company’s audited consolidated financial statements included in the

Annual Report on Form 10-K filed with the SEC on April 2, 2025 have not materially changed, except as reflected in the following:

of Presentation

accompanying unaudited consolidated financial statements of the Company are presented in conformity with U.S.

Generally Accepted Accounting

Principles (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC.

Any reference

in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”)

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, the accompanying unaudited consolidated financial statements include all adjustments, consisting of a normal recurring

nature, (which consist primarily of accruals, estimates, and assumptions that impact the consolidated financial statements) that are

necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying

unaudited consolidated financial statements should be read in conjunction with the financial statements and Management’s Discussion

and Analysis of Financial Condition and Results of Operations of Tevogen Bio filed as Exhibits 99.1 and 99.2 to the Form 8-K.

results for the period presented are not necessarily indicative of the results to be expected for the year ending December 31, 2024,

or for any future interim periods.

preparing unaudited 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

Actual results could differ from those estimates.

Estimates and assumptions are periodically reviewed, and the effects of

revisions are reflected in the unaudited consolidated financial statements in the period they are determined to be necessary.

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, the estimated useful lives of property and equipment

and accrued research and development expenses.

and Embedded Common Stock Purchase Options

Equity-linked

purchase options issued in connection with the Company’s debt agreements are assessed to determine whether they are freestanding

or embedded with the host instrument under ASC 815, Derivatives and Hedging Contracts in Entity’s Own Equity (“ASC

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

The Company’s

embedded and freestanding purchase options were determined to be liability-classified derivative instruments and are measured at fair

value both on the date of issuance and at each subsequent balance sheet date, with changes in fair value recorded to ‘Change in

fair value of written call option derivative liabilities’ within the consolidated statements of operations and consolidated statements

of cash flows.

Concentrations

of Credit Risk

instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash.

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.

of management, all adjustments considered necessary for a fair statement of the financial position and results of operations of the Company

have been included.

segments are defined as components of an entity for which discrete financial information is both available and regularly reviewed by

1 unchanged sentence

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

Bio Holdings Inc.

TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

(the “IPO”) in accordance with ASC 815 and ASC 480, Distinguishing Liabilities from Equity (“ASC 480”).

The assessment considers whether the warrants are freestanding financial instruments and meet the definition of a liability pursuant

to ASC 480 and meet all of the conditions for equity classification under ASC 815, including whether the warrants are indexed to the

Company’s own shares of common stock, among other conditions.

This assessment, which requires the use of professional judgment,

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.

As part of new requirements under ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU

2023-07”), the Company has included enhanced footnotes within its quarterly reporting—see Note 11.

Value Measurements

14 unchanged sentences

participants would use in pricing an asset or liability.

BIO HOLDINGS INC.

TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

instruments recognized at historical amounts in the balance sheets consist of accounts payable and notes payable.

11 unchanged sentences

( 48,468,678 )

Derecognition

upon conversion of convertible promissory notes

Derecognition upon conversion of convertible promissory notes

( 46,622,627 )

Balance at September

Balance at January 1, 2023

Initial fair value at issuance

Accrued interest expense

in fair value

Balance at September

Balance at March 31, 2024

were no transfers between levels during the three months ended March 31, 2025 and 2024.

Company used the probability weighted expected return method valuation methodology to determine the fair value of the convertible promissory

1 unchanged sentence

Significant assumptions and ranges used in determining the fair value of convertible promissory notes prior

to the Merger included volatility ( 80 %), discount rate ( 35 % - 36 %), and probability of a future liquidity event ( 85 % - 95 %).

used its stock price on the Closing Date to determine the fair value for the conversion derecognition of the convertible promissory notes

to the Merger include volatility ( 80 %), discount rate ( 35 % - 36 %), and probability of a future liquidity event ( 85 % - 95 %).

used its stock price on the Closing Date to determine the fair value for the derecognition of the convertible promissory notes upon conversion

on the Closing Date.

were no transfers between levels during the nine months ended September 30, 2024 and 2023.

Bio Holdings Inc.

TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

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

and September 30, 2024.

Company recorded an unrealized gain on fair value of derivative warrant liabilities of $ 13,857 during the first quarter of 2025 and an

unrealized loss of $ 31,973 during the first quarter of 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 during the first quarter

Accordingly, the written call options are not included in the tables below.

Such fair value measurements are Level 3 inputs.

The following table provides a roll-forward of the aggregate

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

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

SCHEDULE OF FAIR VALUES OF WARRANTS

Balance at February 15, 2024

value at issuance

in fair value

Balance at September

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

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

warrant liabilities

Balance at January 1, 2024

Initial fair value at issuance

Change in fair value

Balance at March 31, 2024

Balance at January 1, 2025

Initial fair value at issuance

Change in fair value

Balance at March 31, 2025

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

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

Quoted Prices in

Active Markets

Significant Other

Observable Inputs

Significant Other

Inputs (Level 3)

Derivative warrant liabilities

Written call option derivative liabilities

BIO HOLDINGS INC.

TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Company’s nonrecurring fair value measurements consist of Series A Preferred Stock.

6 unchanged sentences

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.

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

during the three months ended March 31, 2024.

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

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

$ 27,000,000 purchase option associated with the Loan Agreement as of March 31, 2025.

The MCS methodology simulates the Company’s

3 unchanged sentences

options include volatility of 78.0 % and discount rate of 3.9 %.

At March 31, 2025, the MCS produced a fair value of $ 0 relating to these

freestanding and embedded options.

Loss Per Share

2 unchanged sentences

to common stockholders but would not participate in losses.

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

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

of potentially dilutive securities.

The Company computes diluted net income (loss) per share by dividing the

net income (loss) by the sum of the weighted average number of common stock outstanding during the period, plus the potential dilutive

effects, if any, of potentially dilutive securities.

Given the Company’s net loss, basic and diluted net loss per share for the

period ended March 31, 2025 are the same.

Issued Accounting Standards

August 2020, the FASB issued ASU No.

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

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

Accounting for Convertible Instruments and Contracts in an Entity’s

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

models available for convertible debt instruments.

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

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

Effective January 1, 2024, the Company adopted

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

November 2023, the FASB issued ASU 2023-07, which enhances reportable segment disclosures by requiring disclosures such as significant

segment expenses.

The main provisions of this update require companies to disclose, on an annual and interim basis, significant segment

expenses, segment profit and loss, and other segments items that are regularly provided to the chief operating decision maker (“CODM”).

This update also requires companies to disclose the title and position of the CODM and to explain how the CODM uses the reported segment

measures in assessing segment performance and deciding how to allocate resources.

The update also requires companies with a single reportable

segment to provide all required segment reporting disclosures.

This new standard is effective for fiscal years beginning after December

15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company adopted this standard on January 1,

2024 for annual reporting and interim periods beginning in 2025.

December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which modifies the disclosure requirements

for income taxes.

This update requires disclosure of tabular statutory to effective rate reconciliation in both percentages and dollars,

additional disaggregated rate reconciliation categories and disaggregation of both income taxes paid and income tax expense by jurisdiction.

This guidance is effective for annual periods beginning after December 15, 2024.

We expect this update to only impact our disclosures

with no impact to our results of operations, cash flows and financial condition.

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

(Subtopic 220-40) (“ASU 2024-03”), which was clarified in January 2025 with ASU 2025-01 (collectively, “ASU 2025-01

and 2024-03”).

ASU 2025-01 and 2024-03 improves disclosures regarding the types of expenses included in commonly presented expense

captions, including disaggregating the amounts of employee compensation, depreciation and amortization included within each income statement

expense caption.

This standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years

beginning after December 15, 2027.

The Company is currently evaluating the impact of the standard on its unaudited consolidated financial

statements and disclosures.

BIO HOLDINGS INC.

TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU

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

on the chief operating decision maker and disclosures for entities with a single reportable segment.

Additionally, the amendments enhance

interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, and

contain other disclosure requirements.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods

within fiscal years beginning after December 15, 2024.

The Company does not expect the adoption of ASU 2023-07 to have a material impact

on its consolidated financial statements and related disclosures.

BUSINESS COMBINATION

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) equityholders 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 164,614,418 shares of the Company’s common stock outstanding.

The Merger was accounted for as a reverse

recapitalization under GAAP because Tevogen Bio was determined to be the accounting acquirer based upon the terms of the Merger and

other factors, including that following the Merger, former Tevogen Bio (i) equity holders and holders of convertible promissory

notes owned approximately 91.0 %

of the Company, (ii) directors constituted the majority (six of seven) of the directors of the Company, and (iii) management held

all key positions of management of the Company.

Accordingly, the Merger was treated as the equivalent of Tevogen Bio issuing stock

to acquire the net assets of Semper Paratus.

As a result of the Merger, the net liabilities of Semper Paratus were recorded at their

acquisition-date fair value in the unaudited consolidated financial statements and the reported operating results prior to the

Merger are those of Tevogen Bio.

Immediately after the Merger, there were 164,614,418

shares of the Company’s common stock outstanding.

following table shows the net liabilities acquired in the Merger:

OF NET LIABILITIES ACQUIRED IN MERGER

February 14, 2024

Due from Sponsor

8 unchanged sentences

( 2,654,653 )

Merger transaction

costs limited to cash acquired

Total net liabilities

acquired plus transaction costs

Merger transaction costs limited to cash acquired

Total net liabilities acquired plus transaction costs

$ ( 2,883,981 )

transaction costs of $ 7,728,681 were incurred in relation to the Merger through the Closing Date, of which $ 229,328 were charged directly

to equity to the extent of the cash received from the Merger, with the balance of $ 7,499,353 charged to Merger transaction costs for

the nine months ended September 30, 2024.

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 three months ended March 31, 2024.

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

5 unchanged sentences

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.

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

of the issued Series B Preferred Stock was repurchased by the Company during the three months ended June 30, 2024 in exchange for the

Sponsor being released from their obligation to repay the Assumed Liabilities.

See Note 9 for additional information.

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

BIO HOLDINGS INC.

TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Sponsor received the right to Earnout Shares with the same terms above, except that each of the Sponsor’s three earnout tranches

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to the Company’s common stock and are classified within permanent equity.

Bio Holdings Inc.

TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

ACCRUED EXPENSES AND OTHER LIABILITIES

2 unchanged sentences

Professional services

June 2024, the Company entered into a Loan Agreement (the “Loan Agreement”) with The Patel Family, LLP (the “Lender”),

a related party of the Company, providing for an unsecured line of credit facility (the “Facility”) for term loans of up

to an initial total of $ 36,000,000 .

Under the Facility, the Company may draw up to $ 1,000,000 in term loans per calendar month over a

draw period of 36 months.

Each term loan draw will have a maturity date of 48 months and will accrue interest at the lower of (i) daily

SOFR plus 2.00 % and (ii) 7.00 %.

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

were automatically converted into an aggregate of 10,337,419 shares of common stock.

These debt obligations were retired upon conversion.

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.

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

Principal may be prepaid at any time without penalty, and

repayments or prepayments may be made in cash or common stock at the Company’s election.

Payments of principal in common stock

would be made at an effective price of the greater of $ 1.50 per share and the ten-day trailing volume weighted average price per share

of the common stock (the “Trailing VWAP”) as of the trading day prior to payment.

As an inducement to enter into the Loan

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

As of September 30, 2024, the Company

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

Loan Agreement includes a purchase option whereby the Lender has the option to purchase up to $ 14,000,000 of shares of common stock at

a purchase price equal to 70 % of the Trailing VWAP per share (the “$ 14 million Purchase Option”).

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

Interest payable through December 31, 2024 relating

to the first two draws on the Facility were settled in February 2025 through issuance of 18,847 shares of common stock.

Principal may

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

Payments of principal in common stock would be made at an effective price of the greater of $ 1.50 per share and the ten-day trailing

volume weighted average price per share of the common stock (the “Trailing VWAP”) as of the trading day prior to payment.

As an inducement to enter into the Loan Agreement, the Company issued 1,000,000 shares of common stock to the Patel Family during June

As of December 31, 2024, the Company had drawn $ 1,000,000 from the Facility, with maturity dates in July and August 2028 .

drew an additional $ 1,000,000 in each of February and March 2025, with maturity dates in February and March 2029 , respectively.

March 31, 2025, $ 27,000,000 remained available for future financing over the remaining 27 months of the draw period.

Loan Agreement includes a purchase option whereby the Patel Family has the option to purchase up to $ 14,000,000 of shares of common stock

at a purchase price equal to 70 % of the Trailing VWAP per share (the “$ 14 million Purchase Option”).

The $ 14 million Purchase

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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.

call option derivatives liabilities within the unaudited consolidated statements of operations and unaudited consolidated statements

of cash flows.

BIO HOLDINGS INC.

TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

3 unchanged sentences

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.

in fair value recorded to change in fair value of written call option derivatives liabilities within the unaudited consolidated statements

of operations and unaudited consolidated statements of cash flows.

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

the consolidated balance sheet.

the unaudited consolidated balance sheet and have a fair value of $ 0 at March 31, 2025 and December 31, 2024.

Loan Agreement is a written loan commitment that is not eligible for the fair value option under ASC 825, Financial Instruments .

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costs associated with the Loan Agreement, which are comprised of the fair value of the 1,000,000 shares of common stock issued to the

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

a result of the Merger, the Company assumed notes payable held by Polar Multi-Strategy Master Fund (“Polar”) for which the

proceeds were to be used for working capital purposes by Semper Paratus with an outstanding balance of $ 1,651,000 on the Closing Date

and remain outstanding at September 30, 2024.

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

a result of the Merger, the Company assumed notes payable held by Polar Multi-Strategy Master Fund (“Polar”) for which

the proceeds were to be used for working capital purposes by Semper Paratus with an outstanding balance of $ 1,651,000

on the Closing Date and which remain outstanding at March 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 September

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

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

Bio Holdings Inc.

TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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 March 31, 2025.

The notes’ default provisions do not require the Company to transfer any shares

or pay any amounts to Polar.

STOCK-BASED COMPENSATION

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shares of common stock.

The 2024 Plan provides for the grant of options, stock appreciation rights, restricted stock, restricted stock

units, and other equity-based awards.

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

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 March 31, 2025, awards for 18,952,839 shares remained available to be granted

under the 2024 Plan.

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

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

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

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

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

which is based on a liquidity event condition being satisfied, is deemed probable of achievement.

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Ryan Saadi (the “Special RSU Award”).

Such RSUs immediately converted into shares of restricted common stock (“Restricted

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

Pursuant to the terms of the Special RSU Award, Dr.

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

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

Saadi will automatically forfeit all unvested

Restricted Stock in the event he departs the Company.

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

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

In accordance with ASC 718, Compensation - Stock Compensation (“ASC 718”), the Company will recognize compensation

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

Such RSUs immediately converted into shares of Restricted Stock, the restrictions

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

Pursuant to the terms

of the Special RSU Award, Dr.

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

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

Saadi will automatically forfeit all unvested Restricted Stock

in the event he departs the Company.

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

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

In accordance with

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

basis from the Closing Date until the completion of the Vesting Period.

BIO HOLDINGS INC.

TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Stock and RSU activity was as follows:

SCHEDULE OF RESTRICTED STOCK AND RSU ACTIVITY

Service-Based

Restricted Stock and RSUs

Performance-Based

Service-Based Restricted Stock and RSUs

Weighted average grant-date fair value

Nonvested as of January 1, 2025

( 5,577,847 )

Nonvested as of September 30, 2024

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

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

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

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

shares will be issued subsequent to September 30, 2024.

There was $ 82,222,657

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

expensed over a weighted average period of 9.0

There was $ 4,018,725

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

average period of 0.7

Nonvested as of March 31, 2025

Service-Based Restricted Stock and RSUs

Weighted average grant-date fair value

Nonvested as of January 1, 2024

Nonvested as of March 31, 2024

Performance-Based RSUs

Weighted average grant-date fair value

Nonvested as of January 1, 2025

Nonvested as of March 31, 2025

Performance-Based RSUs

Weighted average grant-date fair value

Nonvested as of January 1, 2024

( 7,148,506 )

Nonvested as of March 31, 2024

was $ 6,570,460 compensation cost related to shares of service-based Restricted Stock and service-based RSUs during the three months ended

March 31, 2025.

As of March 31, 2025, there were 8,217,475 service-based RSUs that had vested and been settled into shares of common

There was $ 79,897,635 of unrecognized compensation cost related to shares of service-based Restricted Stock and service-based

RSUs as of March 31, 2025, which will be expensed over a weighted average period of 8.2 years.

There was $ 722,240 compensation cost related

to Performance-Based RSUs during the three months ended March 31, 2025.

As of March 31, 2025, there were 9,610,540 Performance-Based

RSUs that had vested and been settled into shares of common stock and 209,262 shares that

will be issued subsequent to March 31, 2025.

There was $ 2,262,669 of unrecognized compensation cost related to Performance-Based RSUs

as of March 31, 2025, which will be expensed over a weighted average period of 1.1 years.

BIO HOLDINGS INC.

TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

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

Three months ended

Research and development

General and administrative

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

STOCKHOLDERS’ DEFICIT

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.

of September 30, 2024, the Company had 170,773,864 shares of common stock issued and outstanding.

For accounting purposes related to

earnings per share, only shares that are fully vested or are not subject to repurchase are considered issued and outstanding.

of February 15, 2024, the Company’s common stock and warrants began trading on The Nasdaq Stock Market LLC (“Nasdaq”)

under the symbols “TVGN” and “TVGNW,” respectively.

of March 31, 2025, the Company had 183,893,433 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.

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

SCHEDULE OF RECONCILIATION OF SHARES OF COMMON STOCK ISSUED AND OUTSTANDING

Total shares of common stock legally

issued and outstanding

Total shares of common stock issued and outstanding

shares to be issued:

1 unchanged sentence

Shares subject to future vesting:

of restricted common stock subject to forfeiture (b)

Issuance of restricted common stock subject to forfeiture (b)

( 19,348,954 )

Total shares issued

and outstanding

As of September 30, 2024,

there were RSUs that had vested but had not been legally settled into common stock.

See Note 8 for additional information.

Saadi will automatically

forfeit all unvested Restricted Stock granted pursuant to the Special RSU Award in the event he departs the Company.

See Note 8 for

additional information on the Special RSU Award.

Total shares, net

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

See Note 8 for additional

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

See Note 8 for additional information on the Special RSU Award.

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

4 unchanged sentences

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

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

Company recorded an expense of $ 799,990 in its consolidated statements of operations related to issuance of the Series A equal to the

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

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

The Company recorded an expense of $ 799,990 in its unaudited consolidated statements of operations related to issuance of the Series

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

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

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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

The Company is entitled to redeem that Series A at a price equal to the Series A Original Issue Price plus any Series A Accruing

The Company is entitled to redeem the Series A at a price equal to the Series A Original Issue Price plus any Series A Accruing

Dividends accrued but unpaid thereon, if the VWAP of the Company’s common stock exceeds $ 5.00 per share for the twenty days immediately

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A-1 Preferred Stock

March 27, 2024, the Company entered into an Amended and Restated Securities Purchase Agreement with the Series A investor covering the

issuance of 600 shares of Series A-1 Preferred Stock for a gross purchase price of $ 6,000,000 .

The terms of the Series A-1 Preferred

Stock are identical to the Series A, except that the cumulative dividends are capped at 15% per annum, and the Series A-1 Issuance Price

is defined as $ 10,000 per share .

As of September 30, 2024, the investor had paid a non-refundable deposit of $ 3,000,000 towards the Series

A-1 purchase price, and no shares of Series A-1 Preferred Stock were issued or outstanding.

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 March 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.

B Preferred Stock

4 unchanged sentences

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.

was recorded within Merger transaction costs in the unaudited consolidated statements of operations.

The Series B was classified as permanent

June 15, 2024, the Company and the Sponsor entered into the Preferred Stock Repurchase Agreement, pursuant to which the Company repurchased

5 unchanged sentences

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

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

Assumed Liabilities and approximately $ 2.6 million remains on the Company’s balance sheet at March 31, 2025.

BIO HOLDINGS INC.

TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

C Preferred Stock

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

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

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

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

pursuant to which the Patel Family purchased 600 shares of Series C Preferred Stock (the “Series C”) of the Company at a

price of $ 10,000 per share (the “Series C Original Issue Price”), for gross proceeds of $ 6,000,000 .

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

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

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

Bio Holdings Inc.

TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

Dividends will be payable in shares

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

and without mandatory redemption features, the Series C is classified within equity at issued face value as of March 31, 2025.

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 will be payable in shares of Series C

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

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

5 unchanged sentences

holders of Series C are not entitled to redeem their shares outside of the liquidation of the Company or the occurrence of a deemed liquidation

The Company is entitled to redeem that Series C at a price equal to the Series C Original Issue Price plus any Series C Accruing

The Company is entitled to redeem the Series C at a price equal to the Series C Original Issue Price plus any Series C Accruing

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

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

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

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

shares of Series C are convertible at the election of the holder into shares of common stock at a conversion price equal to the volume-weighted

average price of the common stock for the 30 trading days immediately prior to the exercise of the holder’s conversion option,

subject to a floor price of $ 0.6172 .

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

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on the third trading day prior to the date on which the Company sends the notice of redemption to the holders of public warrants.

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

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

BIO HOLDINGS INC.

TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Placement Warrants

2 unchanged sentences

on a cashless basis.

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

As of March 31, 2025, there are 588,398 private placement warrants outstanding.

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

Bio Holdings Inc.

TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

RELATED PARTY TRANSACTIONS

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

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

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

Fee was paid with issuance of 150,000 shares of the Company’s common stock at Closing.

The Sponsor Advisory Service Fee payable

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

of September 30, 2024, the Sponsor owes the Company $ 158,819 to cover working capital expenses, which is presented on the consolidated

balance sheets under the line item “Due from related party”.

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

Service Fee”).

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

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

Advisory Service Fee was paid with the issuance of 150,000 shares of the Company’s common stock at Closing.

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

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

consolidated balance sheets under the line item “Due from related party.”

Note 9 for additional information on the Series B issued to the Sponsor.

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

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

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

In connection with

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

Note 7 for additional information on the Loan Agreement, 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.

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

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

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

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

Note 7 for additional information on the Loan Agreement with the Patel Family, which provides for an unsecured line of credit facility

for term loans of up to an initial amount of $ 36,000,000 in the aggregate.

As of March 31, 2025, the facility has remaining available

capacity of $ 27,000,000 .

Note 9 for additional information on the Series A, Series A-1, and Series C Preferred Stock, which were purchased by the Patel Family.

December 2024, the Company contracted with Dr.

Manmohan Patel of The Patel Family LLP to provide advisory services to the Company in

support of the Company’s manufacturing development, including but not limited to identifying and developing real estate, establishing

quality management processes, attracting and hiring an executive to lead operations, providing medical advice, and addressing government

affairs and regulatory matters.

In exchange for his consultation services, Dr.

Patel was granted 6,000,000 RSUs, of which 2,000,000 immediately

vested, and 2,000,000 RSUs vested in both January 2025 and February 2025.

BIO HOLDINGS INC.

TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NET LOSS PER SHARE

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

weighted-average common stock outstanding during the period.

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

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

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

Given the Company’s net loss,

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

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

SEGMENT REPORTING

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.

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

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

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

The Company has not yet generated revenue in its

operating history.

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

as consolidated net income (loss), to allocate resources (including employees, property, and financial resources), predominantly during

the annual budget and forecasting process.

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.

NET INCOME (LOSS) PER SHARE

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

Given the Company’s net loss, basic and diluted

net loss per share for the period ended March 31, 2025 are the same.

SCHEDULE OF RECONCILIATION OF NET LOSS

Net (loss) income

$ ( 10,367,061 )

Series A cumulative preferred stock dividend

Series C cumulative preferred stock dividend

Net loss attributable to common stockholders

$ ( 10,504,185 )

Net (loss) income

Series A cumulative preferred stock dividend

Series C cumulative preferred stock dividend

Undistributed earnings allocated to participating securities

Net loss attributable to common stockholders

Net income (loss)

Series A cumulative preferred stock dividend

Convertible promissory note interest

Convertible promissory note change in fair value

( 48,468,678 )

Net loss attributable to common stockholders, diluted

$ ( 37,049,420 )

Weighted average common stock outstanding, basic

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

Weighted average common stock outstanding, basic

Effect of potentially dilutive convertible promissory notes

Total potentially dilutive securities

Weighted average common stock outstanding, diluted

Net loss per share attributable to common stockholders – basic and diluted

BIO HOLDINGS INC.

TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

1 unchanged sentence

SCHEDULE OF ANTI-DILUTIVE NET LOSS PER SHARE

Outstanding restricted stock units

Outstanding restricted stock units (a)

Restricted Stock

1 unchanged sentence

Private warrants

Convertible promissory notes (b)

Earnout Shares

of September 30, 2024 there were an additional 5,651,210 restricted stock units that had

vested but had not been legally settled into common stock and therefore were included in

the basic net income per share.

of March 31, 2025 there were an additional 209,262 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 8 for additional information.

number of shares were determined based on the conversion upon maturity provisions in the

convertible promissory note agreements, dividing the conversion amount (principal plus accrued

interest) by three times the estimated fair value of the Company’s common stock derived

from the Company’s most recently completed convertible promissory notes valuation as

of the balance sheet date.

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

4 unchanged sentences

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

November 19, 2024, the issuance date of these financial statements, and has not identified any additional items requiring disclosure

except as noted below.

C Preferred Stock

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

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

May 14, 2025, the issuance date of these the unaudited consolidated financial statements, and has not identified any additional

items requiring disclosure except as noted below.

April 17, 2025, the Company entered into a Master Services and Facilities Agreement (the “MSFA”) with CD 8 Technology Services

The MSFA establishes the general terms and conditions under which CD8 would provide the Company with access

to specialized manufacturing facilities, including clean rooms and laboratories, as well as related operational services, to support

the production of the Company’s cell therapy products.

The MSFA provides that the specific details of these facilities and services,

including scope of work, costs, and timelines, will be set out in one or more individual project work orders.

CD8 is associated with

Manmohan Patel, who beneficially owns more than 5% of the Company’s common stock.

April 29, 2025, the Company executed a draw on the Loan Agreement for an additional $ 0.5 million to be utilized for operational expenses.

As of the date of filing, the facility has a remaining capacity of $ 25.0 million and remains available for use for the next 25 months.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements