What changed in this filing

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Item 1. Financial Statements

2025-08-14 compared with 2025-05-14 · 326 added, 221 removed, 590 unchanged (48% of the section changed)

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Stockholders’ deficit

Series A Preferred Stock, $ 0.0001

Series A Preferred Stock, $ 0.0001 par value;

2,000 shares authorized;

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

500 shares issued and outstanding as of June 30, 2025 and December 31, 2024 (liquidation value of $ 2,076,712 at June 30, 2025)

Series C Preferred Stock, $ 0.0001 par value;

600 shares authorized;

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

at March 31, 2025)

600 shares issued and outstanding as of June 30, 2025 and December 31, 2024 (liquidation value of $ 6,082,603 at June 30, 2025)

Preferred Stock, value

1 unchanged sentence

800,000,000 shares authorized;

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

193,693,433 and 177,991,365 shares issued and outstanding at June 30, 2025 and December 31, 2024

Additional paid-in capital

9 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS

Three months ended

Three months ended June 30,

Six months ended June 30,

Operating expenses:

5 unchanged sentences

( 8,599,027 )

Interest expense, net

( 15,800,883 )

( 38,115,751 )

Interest (expense) income, net

Merger transaction costs

2 unchanged sentences

Change in fair value of convertible promissory notes

Net income (loss)

Change in fair value of written call option derivative liabilities

Loss on issuance of commitment shares

Net (loss) income

$ ( 5,503,979 )

Net income (loss) attributable to common stockholders, basic

$ ( 9,663,447 )

$ ( 15,871,040 )

Net (loss) income attributable to common stockholders, basic

$ ( 5,641,102 )

$ ( 6,075,379 )

$ ( 16,145,287 )

Net loss attributable to common stockholders, diluted

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$ ( 6,075,379 )

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

$ ( 16,145,287 )

$ ( 43,124,798 )

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

Net loss per share attributable to common stockholders, diluted

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$ ( 7,720,096 )

Issuance of common stock in settlement of vested restricted stock units

Capital contribution

Stock-based compensation

( 5,503,979 )

Balance at June 30, 2025

( 129,256,157 )

( 9,484,742 )

Series A Preferred Stock

Series B Preferred Stock

Series C Preferred Stock

Preferred Stock

Additional Paid-in

3 unchanged sentences

$ ( 94,428,897 )

$ ( 99,657,737 )

$ ( 94,428,897 )

Issuance of Series A preferred stock

8 unchanged sentences

Stock-based compensation

Net income (Loss)

Balance at March 31, 2024

3 unchanged sentences

$ ( 5,802,670 )

Issuance of commitment shares in connection with the loan agreement

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

Repurchase of Series B preferred stock

( 3,613,000 )

Stock-based compensation

( 9,663,447 )

Net income (loss)

( 9,663,447 )

Balance at June 30, 2024

( 98,056,342 )

( 7,633,897 )

( 98,056,342 )

( 7,633,897 )

accompanying notes to the unaudited consolidated financial statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS

Three months ended

For the six months ended

Cash flows from operating activities:

Net income (loss)

Net (loss) income

$ ( 15,871,040 )

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

Adjustments to reconcile net (loss) income to net cash used in operating activities:

Depreciation expense

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Loss on Series A Preferred Stock issuance

Loss on issuance of commitment shares

Change in fair value of warrants

Issuance of written call option

Change in fair value of written call option derivative liabilities

Amortization of right-of-use asset

8 unchanged sentences

Cash flows from investing activities:

Purchases of property and equipment

Net cash used in investing activities

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

Proceeds from capital contribution

Capital contribution

Proceeds from loan agreement

Net cash provided by financing activities

Net increase in cash

Net (decrease) increase in cash

Cash – beginning of period

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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

( 3,113,309 )

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

accompanying notes to the unaudited consolidated financial statements.

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

addition, through the Company’s Tevogen.AI artificial intelligence (“AI”) initiative, it is focused on harnessing the

potential of AI to expedite drug development, optimize laboratory processes and clinical trials, unravel complex biological data, improve

patient outcomes, and pass on related savings to patients.

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

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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

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.

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 $ 685,229 as of June 30, 2025, net proceeds through August 13, 2025 of $ 2,533,023

pursuant to the Sales Agreement (as defined in Note 13), and a capital contribution of $ 1,000,000 from KRHP LLC, a New Jersey limited

liability company (“KRHP”), received in August 2025, combined with the amounts available under the Loan Agreement (as defined

in Note 7) entered into in June 2024, and the remaining commitment for a $ 7,000,000 grant from KRHP, will allow the Company to have adequate

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

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

BIO HOLDINGS INC.

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since inception have consisted primarily of organizing the Company, securing financing, developing licensed technologies, performing

research, conducting pre-clinical studies and a clinical trial, and pursuing and completing the Business Combination.

The Company is

subject to risks associated with any specialty biotechnology company that requires considerable expenditures for research and development.

The Company’s research and development projects may not be successful, products developed may not obtain necessary regulatory approval,

and any approved product may not be commercially viable.

In addition, the Company operates in an environment of rapid technological change

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

research, conducting pre-clinical studies and a clinical trial, pursuing related business opportunities, and pursuing and completing

the Business Combination.

The Company is subject to risks associated with any specialty biotechnology company that requires considerable

expenditures for research and development.

The Company’s research and development and other projects may not be successful, products

developed may not obtain necessary regulatory approval, and any approved product may not be commercially viable.

In addition, the Company

operates in an environment of rapid technological change and is largely dependent on the services of its employees and consultants.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

48 unchanged sentences

( 46,622,627 )

Balance at March 31, 2024

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

Balance at June 30, 2024

were no transfers between levels during the six months ended June 30, 2025 and 2024.

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

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on the Closing Date.

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

Company recorded a gain on change in fair value of derivative warrant liabilities of $ 21,410

during the three and six months ended June 30, 2025, respectively.

The Company recorded a loss on change in fair value

during the three and six months ended June 30, 2024, respectively.

The change in value during these periods was largely attributable

to changes in the price of the underlying common stock and risk-free rates.

During the fiscal year ended December 31, 2024, the

Company acquired private warrants in connection with the Closing and issued written call options in connection with the Loan

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, 2025.

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

Such fair value measurements are Level 3 inputs.

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

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

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Change in fair value

Balance at March 31, 2024

Balance at June 30, 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

Balance at June 30, 2025

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

30, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

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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.

during the six months ended June 30, 2024.

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

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

$ 24,000,000 purchase option associated with the Loan Agreement as of June 30, 2025.

The MCS methodology simulates the Company’s

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options include volatility of 78.5 % and discount rate of 4.0 %.

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

At June 30, 2025, the MCS produced a fair value of $0 relating to these

freestanding and embedded options.

Loss Per Share

Company computes basic net loss per share by dividing net loss by the weighted-average common stock outstanding during the period.

Company determined that each outstanding share of preferred stock and restricted common stock would participate in earnings available

Income (Loss) Per Share

Company computes basic net income (loss) per share by dividing net loss by the weighted-average common stock outstanding during the period.

The Company determined that each outstanding share of preferred stock and restricted common stock would participate in earnings available

to common stockholders but would not participate in losses.

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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.

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

same for the three and six month periods ended June 30, 2025.

Issued Accounting Standards

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the Closing Date, the Company completed the Business Combination described in Note 1.

The Merger was accounted for as a reverse

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

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

notes owned approximately 91.0 %

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

all key positions of management of the Company.

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

to acquire the net assets of Semper Paratus.

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

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

Merger are those of Tevogen Bio.

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

shares of the Company’s common stock outstanding.

The 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

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:

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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.

Merger transaction costs for the six months ended June 30, 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

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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.

Interest payable

through July 16, 2025 was settled in July 2025 through issuance of 43,042 shares of common stock.

Principal may be prepaid at any time

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

Payments of principal

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

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

As an inducement to enter

into the Loan Agreement, the Company issued 1,000,000 shares of common stock to the Patel Family during June 2024.

As of December 31,

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

The Company drew $ 2,000,000 and

$ 1,400,000 during the first and second quarter of 2025, respectively, with maturity dates ranging from February to June 2029 .

30, 2025, the outstanding balance on the Loan Agreement was $ 4,400,000 .

As of June 30, 2025, $ 24,000,000 remained available for future

financing over the remaining 24 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

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$ 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 at March 31, 2025 and December 31, 2024.

the unaudited consolidated balance sheet and had a fair value of $ 0 at June 30, 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 .

However, management intends to elect the fair value option for future draws under this commitment, and therefore has expensed all issuance

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

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

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.

costs associated with the Loan Agreement, which are comprised of the fair value of the 1,000,000

shares of common stock issued to the Patel Family as well as

the issuance date fair value of the $ 14

million Purchase Option and Additional Amount Purchase Option.

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, 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 March 31, 2025.

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

or pay any amounts to Polar.

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,

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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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.

As of June 30, 2025, awards for 570,271 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.

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

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

Ryan Saadi (the “Special RSU Award”).

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

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

Pursuant to the terms

of the Special RSU Award, Dr.

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

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

Saadi will automatically forfeit all unvested Restricted Stock

in the event he departs the Company.

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

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

In accordance with

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

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

the Closing Date, the Company issued an aggregate of 19,348,954 RSUs under the 2024 Plan to Dr.

Saadi (the “Special RSU Award”).

Such RSUs immediately converted into shares of Restricted Stock, the restrictions on which lapse in four equal annual installments beginning

on February 14, 2031 (“Special RSU Vesting Period”).

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

Saadi will be entitled

to vote the Restricted Stock, but the shares may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered,

subject to forfeit.

Saadi will automatically forfeit all unvested Restricted Stock in the event he departs the Company.

value per share for the Special RSU Award was determined to be $ 4.51 per share, equivalent to the Company’s stock price on the

Closing Date, resulting in a total grant date fair value of $ 87,263,783 .

In accordance with ASC 718, Compensation - Stock Compensation

(“ASC 718”), the Company will recognize compensation expense on a straight-line basis from the Closing Date until the

completion of the Special RSU Vesting Period.

June 27, 2025, the Company issued an aggregate of 9,250,000 shares of Restricted Stock under the 2024 Plan to the Company’s executive

officers, including a grant of 8,000,000 shares of Restricted Stock to Dr.

The shares of Restricted Stock granted to Dr.

will vest in four equal annual installments beginning on June 27, 2032 and the shares of Restricted Stock granted to each other grantee

will vest in three equal annual installments beginning on June 27, 2030 (the “RSA Vesting Period”), subject in each case

to the applicable grantee’s continuous service with the Company through the vesting date, and provided that the shares will automatically

vest in full in the event of termination due to death or disability.

Pursuant to the terms of these awards, the Company’s executive

officers are entitled to vote the Restricted Stock, but the shares may not be sold, assigned, transferred, pledged, hypothecated, or

otherwise encumbered, subject to automatic forfeit.

The Company’s executive officers will automatically forfeit all unvested Restricted

Stock in the event they depart the Company for any reason, unless termination of their service triggers accelerated vesting pursuant

to the terms of the applicable award agreement or the 2024 Plan.

The fair value per share for these awards was determined to be $ 1.24

per share, equivalent to the Company’s stock price on the grant date, resulting in a total grant date fair value of $ 11,470,000 .

In accordance with ASC 718, the Company will recognize compensation expense on a straight-line basis from the grant date until the completion

of the RSA Vesting Period.

BIO HOLDINGS INC.

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( 5,706,397 )

Nonvested as of March 31, 2025

Nonvested as of June 30, 2025

Service-Based Restricted Stock and RSUs

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Nonvested as of January 1, 2024

Nonvested as of March 31, 2024

Nonvested as of June 30, 2024

Performance-Based RSUs

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Nonvested as of January 1, 2025

Nonvested as of March 31, 2025

Nonvested as of June 30, 2025

Performance-Based RSUs

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( 7,174,362 )

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.

Nonvested as of June 30, 2024

was $ 2,584,747

and $ 9,155,207

of compensation cost related to shares of service-based Restricted

Stock and service-based RSUs during the three and six months ended June 30, 2025, respectively.

There was $ 89,043,518

of unrecognized compensation cost related to shares of service-based

Restricted Stock and service-based RSUs as of June 30, 2025, which will be expensed over a weighted average period of 8.8

There was $ 654,586

and $ 1,376,826

compensation cost related to Performance-Based RSUs during

the three and six months ended June 30, 2025, respectively.

There was $ 1,608,083

of unrecognized compensation cost related to Performance-Based

RSUs as of June 30, 2025, which will be expensed over a weighted average period of 0.8

BIO HOLDINGS INC.

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General and administrative

Six months ended

Research and development

General and administrative

STOCKHOLDERS’ DEFICIT

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

of March 31, 2025, the Company had 183,893,433 shares of common stock issued and outstanding.

of June 30, 2025, the Company had 193,693,433 shares of common stock issued and outstanding.

For accounting purposes related to earnings

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SCHEDULE OF RECONCILIATION OF SHARES OF COMMON STOCK ISSUED AND OUTSTANDING

Total shares of common stock issued and outstanding

shares of common stock issued and outstanding

shares to be issued:

Vested RSUs not yet legally settled into common stock (a)

RSUs not yet legally settled into common stock (a)

Shares subject to future vesting:

Issuance of restricted common stock subject to forfeiture (b)

( 19,348,954 )

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.

of restricted common stock subject to forfeiture (b)

of June 30, 2025, there were RSUs that had vested but had not been legally settled into common stock.

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

See Note 8 for additional information on the Special RSU Award and awards of Restricted Stock.

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

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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

As of June 30, 2025, the Patel Family had paid a non-refundable deposit of $ 3,000,000 towards the Series A-1 purchase

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

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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 March 31, 2025.

Assumed Liabilities and approximately $ 2.6 million remains on the Company’s balance sheet at June 30, 2025.

BIO HOLDINGS INC.

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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 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.

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

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

Warrant holders may, until such time as there is an effective

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

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

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

The Company may redeem the public

warrants if the Company’s common stock equals or exceeds $18.00 per share for 20 trading days within a 30-trading day period ending

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

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

Warrant holders may, during any period when the Company has

failed to maintain an effective registration statement covering the shares of the Company’s common stock issuable upon exercise

of the warrants, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act of 1933,

as amended, or another exception.

The Company may redeem the public warrants if the Company’s common stock equals or exceeds $18.00

per share for 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends

the notice of redemption to the holders of public warrants.

As of June 30, 2025, there are 17,386,580 public warrants outstanding.

BIO HOLDINGS INC.

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on a cashless basis.

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

As of June 30, 2025, there are 588,398 private placement warrants outstanding.

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

RELATED PARTY TRANSACTIONS

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

Service Fee”).

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

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

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

Advisory Service Fee payable in cash is presented on the 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.”

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

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

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

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

The Sponsor Advisory Service Fee payable

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

of June 30, 2025, the Sponsor owes the Company $ 158,819 to cover working capital expenses, which is presented on the unaudited consolidated

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

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.

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

As of June 30, 2025, the facility has remaining available

capacity of $ 24,000,000 .

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

Note 9 for additional information on the Series A, Series A-1, and Series C Preferred Stock, which were purchased or in the case of the

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

December 2024, the Company contracted with Dr.

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

April 17, 2025, the Company entered into a Master Services and Facilities Agreement (the “CD8 Agreement”) with CD 8 Technology

Services LLC (“CD8”).

The Agreement establishes the general terms and conditions under which CD8 would provide the Company

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

to support the production of the Company’s cell therapy products.

The CD8 Agreement provides that the specific details of these

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

The CD8 Agreement has an initial term of 12 months and will automatically renew for additional 12-month periods unless it is terminated

in accordance with the terms set forth therein.

CD8 is associated with Dr.

In January 2025, the Company received

a grant of $ 2.0

million from KRHP to further our development of off-the-shelf, genetically unmodified precision T cell therapeutics to treat infectious

diseases and cancers.

In August 2025, the Company received

an additional grant of $ 1.0

million from KRHP to advance Tevogen.AI.

KRHP is affiliated

with the Patel Family.

KRHP also committed to provide an additional $ 7.0 million of grant funding to the Company to be used towards the

Company’s ongoing operational expenses.

Contribution of Dr.

Ryan Saadi, CEO

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

BIO HOLDINGS INC.

12 unchanged sentences

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 Company’s single operating segment incurs expenses from the development of TVGN 489, which is designed to target

various disease indications, and other product candidates being developed by the Company’s research and development department.

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

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

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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.

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

Given the Company’s net loss, basic and

diluted net loss per share for the periods ended June 30, 2025 are the same.

SCHEDULE OF RECONCILIATION OF NET LOSS

Net (loss) income

Three months ended

June 30, 2025

Six months ended

June 30, 2025

$ ( 5,503,979 )

$ ( 15,871,040 )

Series A cumulative preferred stock dividend

Series C cumulative preferred stock dividend

Net loss attributable to common stockholders

Net loss attributable to common stockholders, basic

$ ( 5,641,102 )

$ ( 16,145,287 )

June 30, 2024

Six months ended

June 30, 2024

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

$ ( 9,663,447 )

Net loss attributable to common stockholders, diluted

Series A cumulative preferred

stock dividend

Series B repurchase

Undistributed earnings allocated

to participating securities

Net (loss) income attributable

to common stockholders, basic

$ ( 6,075,379 )

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

Weighted average common stock

outstanding, basic

Net (loss) income per share

attributable to common stockholders, basic

Weighted average common stock

outstanding, basic

Effect of potentially dilutive

convertible promissory notes

Total potentially dilutive

Weighted average common stock

outstanding, diluted

Net loss per share attributable

to common stockholders - basic and diluted

BIO HOLDINGS INC.

8 unchanged sentences

Earnout Shares

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.

of June 30, 2025 there were an additional 216,398

RSUs that had vested but had not

been legally settled into common stock and therefore were included in the basic net income per share.

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

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.

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

requiring disclosure except as noted below.

Agreement with A.G.P./Alliance Global Partners

July 3, 2025, the Company entered into a Sales Agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners (the

“Agent”), pursuant to which the Company may issue and sell from time to time up to $ 50,000,000 of shares of common stock

through the Agent as the Company’s sales agent pursuant to the Company’s effective shelf registration statement on Form S-3

filed on June 20, 2025, and the prospectus supplement dated July 3, 2025.

Sales of the Company’s common stock through the Agent

have been and will be made 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.

Each time the Company wishes to issue and sell common stock under the Sales Agreement,

the Company will provide a placement notice to the Agent containing the parameters in accordance with which shares are to be sold.

Agent will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the common stock from time

to time, based upon the Company’s instructions.

The Company is not obligated to make any sales of common stock under the Sales

The Company will pay the Agent a commission on the gross proceeds.

July 3, 2025 and August 13, 2025, the Company sold an aggregate of approximately 2.3

million shares of common stock under the Sales Agreement at a weighted average price per share of $ 1.15 ,

resulting in gross proceeds of $ 2.60

After deducting total expenses of approximately $ 70,000 ,

including commission to the Agent of approximately $ 65,000 ,

net proceeds to the Company were $ 2.53

of Accrued Interest under the Loan Agreement

July 21, 2025, the Company issued 43,042 shares of common stock in settlement of interest payable on draws under the Loan Agreement.

This issuance settled all accrued interest payable on the Loan Agreement through July 16, 2025.

August 2025, the Company received a grant of $ 1.0

million from KRHP to advance Tevogen.AI.

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