What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-08-14 compared with 2025-05-14 · 220 added, 121 removed, 417 unchanged (45% of the section changed)

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and neurological disorders, including TVGN 489 for the treatment of COVID-19 and Long COVID;

ability to develop additional product candidates, including through the use of our ExacTcell TM technology;

anticipated benefits of ExacTcell;

ability to develop additional product candidates, including through the use of our ExacTcell TM technology and Tevogen.AI;

anticipated benefits of ExacTcell and Tevogen.AI;

expectations regarding our future clinical trials;

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by, among other things, competition and our ability to grow and manage growth economically and hire and retain key employees;

may fail to keep pace with rapid technological developments to provide new and innovative products and services or make substantial

investments in unsuccessful new products and services;

related to our ability to develop, license, or acquire new therapeutics;

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and virally infected cells while allowing healthy cells to remain intact.

In addition, through our Tevogen.AI artificial intelligence

initiative, we are exploring ways to deploy artificial intelligence-powered target detection to further accelerate our product development

first clinical product of ExacTcell, TVGN 489, is initially being developed to fill a critical gap in COVID-19 therapeutics for the immunocompromised

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these activities.

to build our intellectual property portfolio and seek to protect our proprietary position by, among other things, filing patent applications.

Our patent estate includes patents and patent applications with claims relating to our product candidates, methods of use, and methods

of preparing the product candidates.

continue to build our intellectual property portfolio and seek to protect our proprietary position by, among other things, filing patent

applications.

Our patent estate includes patents and patent applications with claims relating to our product candidates, methods of use,

and methods of preparing the product candidates.

To date, our U.S.

intellectual property portfolio includes three U.S.

patents relating to TVGN 489

for the treatment of COVID-19, nine pending U.S.

patent applications, including two patent applications relating to the treatment of COVID-19,

six relating to the treatment of other viruses or cancer, and one related to artificial intelligence-driven T cell target identification

and receptor engagement, as well as thirteen ex-U.S.

patent applications, including applications in Australia, Canada, Europe, Japan,

Qatar, the United Arab Emirates, and the Patent Cooperation Treaty directed at viral specific T cells, methods of treating and preventing

viral infections, methods for developing CD3+CD+ cells against multiple viral epitopes for the treatment of viral infections, and systems

for predicting immunologically active peptides with machine learning models, which have anticipated expiration dates through December

patents relating

to TVGN 489 for the treatment of COVID-19, nine pending U.S.

patent applications, including two patent applications relating to the treatment

of COVID-19, six relating to the treatment of other viruses or cancer, and one related to artificial intelligence-driven T cell target

identification and receptor engagement, as well as thirteen ex-U.S.

patent applications, including applications in Australia, Canada,

Europe, Japan, Qatar, the United Arab Emirates, and the Patent Cooperation Treaty directed at viral specific T cells, methods of treating

and preventing viral infections, methods for developing CD3+CD+ cells against multiple viral epitopes for the treatment of viral infections,

and systems for predicting immunologically active peptides with machine learning models, which have anticipated expiration dates through

December 16, 2044.

the United States, our three issued utility patents, all of which will expire on December 9, 2040, are U.S.

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recruiting essential staff, establishing research and development capability including securing laboratory space and equipment, conducting

scientific research, securing intellectual property rights to our inventions related to our product candidates and ExacTcell, carrying

out drug discovery including pre-clinical studies and our Phase 1 clinical trial of TVGN 489, raising capital, and pursuing the Business

date, we have not generated any revenue.

Our net loss and income, respectively, for the three months ended March 31, 2025 and 2024 was

$10.4 million and $11.3 million.

Net loss for the three months ended March 31, 2025 was primarily attributable to a $10.4 million loss

from operations as a result of non-cash stock-based compensation expense.

31, 2025, we had an accumulated deficit of $123.8 million and cash of $2.0 million.

scientific research, developing Tevogen.AI, securing intellectual property rights to our inventions related to our product candidates,

ExacTcell, and Tevogen.AI, carrying out drug discovery including pre-clinical studies and our Phase 1 clinical trial of TVGN 489, raising

capital, and pursuing the Business Combination.

To date, we have not generated any revenue.

Our net loss for the three months ended June 30, 2025 and 2024 was $5.4 million and $9.7 million, respectively.

Net loss for the three

months ended June 30, 2025 was primarily attributable to $3.2 million of non-cash stock-based compensation expense.

Our net loss and

net income for the six months ended June 30, 2025 and 2024 was $15.8 million and $1.6 million, respectively.

Net loss for the six months

ended June 30, 2025 was primarily attributable to $10.5 million of non-cash stock-based compensation expense.

As of June 30, 2025, we

had an accumulated deficit of $129.2 million and cash of $0.7 million.

February 14, 2024, we entered into a securities purchase agreement with The Patel Family, LLP (the “Patel Family”) pursuant

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restated the original agreement and the Patel Family agreed to purchase 600 shares of our Series A-1 Preferred Stock for an aggregate

purchase price of $6.0 million, of which $3.0 million has been received through May 14, 2025.

purchase price of $6.0 million, of which $3.0 million has been received through August 14, 2025.

described in more detail in “ —Liquidity and Capital Resources—Funding Requirements ” below, on June 6,

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all applicable closing conditions.

addition, in January 2025, we received a grant of $2.0 million from KRHP LLC, a New Jersey limited liability company (“KRHP”),

to further our development of off-the-shelf, genetically unmodified precision T cell therapeutics to treat infectious diseases and cancers.

In January 2025, we received a grant of $2.0 million

from KRHP LLC, a New Jersey limited liability company (“KRHP”), to further our development of off-the-shelf, genetically unmodified

precision T cell therapeutics to treat infectious diseases and cancers.

In August 2025, we received a 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 $8.0 million of grant funding to the Company to

be used towards the Company’s ongoing operational expenses.

on cash on hand as of the date of this Report of approximately $2.0 million, the amounts available under our Loan Agreement, and $8.0

million of additional committed grant funding from KRHP, we have concluded that we have sufficient cash to fund our operations for at

least the next 12 months from the issuance date of our unaudited consolidated financial statements.

KRHP also committed to provide an additional $7.0 million of grant funding

to us to be used towards our ongoing operational expenses.

In addition, in June 2025, we received a capital contribution of $500,000 from

Ryan Saadi, our Chairman and Chief Executive Officer.

described in more detail in “ —Liquidity and Capital Resources—Sources of Liquidity ” below, on July 3,

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

pursuant to which we may issue and sell from time to time up to $50,000,000 of shares of Common Stock through the Agent as our sales

agent pursuant to our effective shelf registration statement on Form S-3 filed on June 20, 2025, and the prospectus supplement dated

July 3, 2025.

Based on cash on hand as of the date

of this Report of approximately $0.7 million, amounts received subsequent to June 30, 2025 from the Sales Agreement and KRHP grant, combined

with the amounts available under our Loan Agreement, and $7.0 million of additional committed grant funding from KRHP, we have concluded

that we have sufficient cash to fund our operations for at least the next 12 months from the issuance date of our unaudited consolidated

financial statements.

do not expect to generate product revenue unless and until we obtain marketing approval or other authorization for and successfully commercialize

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of supplies and equipment and leasing lab spaces;

incurred to conduct the necessary pre-clinical studies required by the U.S.

incurred to conduct pre-clinical studies, including those required by the U.S.

Food and Drug Administration to obtain the regulatory

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on Issuance of Commitment Shares

other expenses consist of losses on the issuance of the Commitment Shares for the period ended March 31, 2025 associated with the Loan

other expenses consist of losses on the issuance of the Commitment Shares for the period ended June 30, 2024 associated with the Loan

Since we intend to elect the fair value option for future draws under the Loan Agreement, we expense all issuance costs associated

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inception, we have incurred significant net losses.

As of March 31, 2025, we had net operating loss carryforwards (“NOLs”)

for federal and state income tax purposes of $25.6 million and $27.8 million, respectively.

We have provided a valuation allowance against

the full amount of our net deferred tax assets since, in the opinion of our management, based upon our historical and anticipated future

losses, it is more likely than not that the benefits will not be realized.

We have provided a valuation allowance against the full amount of our net deferred

tax assets since, in the opinion of our management, based upon our historical and anticipated future losses, it is more likely than not

that the benefits will not be realized.

utilization of our NOLs may be subject to a substantial annual limitation in the event of certain cumulative changes in the ownership

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of Operations

of the three months ended March 31, 2025 and 2024

Three months ended March 31,

of the three months ended June 30, 2025 and 2024

Three months ended June 30,

Operating expenses:

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Loss from operations

Interest expense, net

Change in fair value of warrants

Change in fair value of written call option derivative liabilities

Loss on issuance of commitment shares

$ (5,503,979 )

$ (9,663,447 )

and Development Expenses

do not track our internal research and development costs on a program-by-program basis.

The following table summarizes our research and

development expenses for the three months ended June 30, 2025 and 2024 :

Three months ended June 30,

Personnel costs

Stock-based compensation

Other clinical and pre-clinical development expenses

Facilities and other expenses

Total research and development expenses

and development expenses for the period ended June 30, 2025 were $2.7 million, as compared to $4.1 million for the period ended June

The decrease was primarily attributable to decreases in stock-based compensation.

and Administrative Expenses

following table summarizes our general and administrative expenses for the three months ended June 30, 2025 and 2024:

Three months ended June 30,

Personnel costs

Stock-based compensation

Legal and professional fees

Facilities and other expenses

Total general and administrative expenses

and administrative expenses for the period ended June 30, 2025 were $2.7 million, as compared to $4.5 million for the period ended June

The decrease was primarily attributable to decreases in legal and professional fees.

We recognized $38,033 and $6 in interest

expense and interest income for the three months ended June 30, 2025 and 2024, respectively.

Interest expense for the three months ended

June 30, 2025 was attributable primarily to the outstanding balance on the Facility.

on Issuance of Commitment Shares

incurred losses on the issuance of the Commitment Shares under the Loan Agreement during the three months ended June 30, 2024.

of the six months ended June 30, 2025 and 2024

following table summarizes our results of operations for the six months ended June 30, 2025 and 2024:

Six months ended June 30,

Operating expenses:

Research and development

General and administrative

Total operating expenses

Loss from operations

(15,800,883 )

(38,115,751 )

Interest expense, net

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Change in fair value of convertible promissory notes

Change in fair value of written call option derivative liabilities

Loss on issuance of commitment shares

Net (loss) income

$ (15,871,040 )

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The following table summarizes our research and

development expenses for the periods ended March 31, 2025 and 2024:

Period ended March 31,

development expenses for the six months ended June 30, 2025 and 2024:

Six months ended June 30,

Personnel costs

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Total research and development expenses

and development expenses for the period ended March 31, 2025 were $3.2 million, as compared to $20.8 million for the period ended March

The decrease was primarily attributable to stock-based compensation expense recognized as part of

and development expenses for the six months ended June 30, 2025 were $5.9 million, compared to $24.9 million for the six months

ended June 30, 2024.

The decrease was primarily attributable to lower non-cash stock-based compensation expense.

and Administrative Expenses

following table summarizes our general and administrative expenses for the three months ended March 31, 2025 and 2024:

Three months ended March 31,

following table summarizes our general and administrative expenses for the six months ended June 30, 2025 and 2024:

Six months ended June 30,

Personnel costs

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Total general and administrative expenses

and administrative expenses for the period ended March 31, 2025 were $7.2 million, as compared to $8.7 million for the period ended March

The decrease was primarily attributable to decreases in stock-based compensation and personnel costs, partially offset by increases

in legal and professional fees.

recognized $24,577 and $159,305 in interest expense for the three months ended March 31, 2025 and 2024, respectively, which was attributable

primarily to the outstanding balance on our Line of Credit facility and the outstanding principal balance associated with our convertible

promissory notes that converted into Common Stock in connection with the Closing.

and administrative expenses for the six months ended June 30, 2025 were $9.9 million compared to $13.2 million for the six months

ended June 30, 2024.

The decrease was primarily attributable to lower non-cash stock-based compensation expense, partially offset

by increased legal and professional fees.

recognized $0.1 million and $0.2 million in interest expense for the six months ended June 30, 2025 and 2024, respectively, which

was attributable primarily to the outstanding balance on the Facility and the outstanding principal balance associated with our convertible

promissory notes that converted into Common Stock in connection with the Closing, respectively.

Transaction Costs

transaction costs in excess of cash received from the Business Combination of $7.5 million were recognized as period expenses for the

three months ended March 31, 2024.

transaction costs in excess of cash received from the Merger of $7.5 million were recognized as period expenses for the six months ended

June 30, 2024.

in Fair Value of Convertible Promissory Notes

was no non-cash gain or loss recognized in the three months ended March 31, 2025 in relation to our convertible promissory notes.

recognized a non-cash gain of $48.5 million for the change in fair value of the convertible promissory notes for the three months ended

March 31, 2024.

was no non-cash gain or loss recognized in the six months ended June 30, 2025 in relation to our convertible promissory notes.

We recognized

a non-cash gain of $48.5 million for the change in fair value of the convertible promissory notes for the six months ended June 30,

in Fair Value of Written Call Option Derivative Liabilities

recognized a non-cash loss of $0.2 million for the fair value of our written call option derivative liabilities associated with our debt

agreements for the six months ended June 30, 2024.

on Issuance of Commitment Shares

incurred losses on the issuance of Commitment Shares during the three months ended March 31, 2024, associated with the Loan Agreement.

incurred losses on the issuance of the Commitment Shares during the six months ended June 30, 2024, associated with the Loan Agreement.

Since we intend to elect the fair value option for future draws under the Loan Agreement, we expense all issuance costs associated with

the Loan Agreement, which are comprised of the fair value of the Commitment Shares as well as the issuance date fair value of the $14

million Purchase Option and Additional Amount Purchase Option.

and Capital Resources

of March 31, 2025 we had $2.0 million in cash, as compared to $1.3 million in cash as of December 31, 2024.

To date, we have not yet

commercialized any products or generated any revenue from product sales and have financed our operations primarily with proceeds from

the sale of convertible promissory notes and preferred stock, funds drawn on the Loan Agreement, and grant funding.

Since January 2021,

we have raised aggregate gross proceeds of $24.0 million from the sale of convertible promissory notes, $2.0 million from the sale of

our Series A Preferred Stock, $3.0 million from deposits related to the future sale of our Series A-1 Preferred Stock, and $6.0 million

from the sale of our Series C Preferred Stock.

In June 2024, we entered into the Loan Agreement, which provided up to $36.0 million of

term loans that can be drawn in $1.0 million increments each month over thirty-six months, as described below.

As of March 31, 2025,

we had drawn $3.0 million with a remaining $27.0 million available for future financing over the remaining 27 months of

the draw period, and we drew an additional $0.5 million under the Loan Agreement in April 2025.

In addition, in January 2025, we received

a grant of $2.0 million and a commitment of a grant of $8.0 million from KRHP.

We expect to receive the additional $8.0 million KRHP

grant in cash during the second quarter of 2025.

following table summarizes our cash flows for the three months ended March 31, 2025 and 2024:

the three months ended

As of June 30, 2025 we had $0.7 million in cash, as compared to $1.3 million

in cash as of December 31, 2024.

To date, we have not yet commercialized any products or generated any revenue from product sales and

have financed our operations primarily with proceeds from the sale of convertible promissory notes and preferred stock, funds drawn on

the Loan Agreement, and grant funding.

Since January 2021, we have raised aggregate gross proceeds of $24.0 million from the sale of convertible

promissory notes, $2.0 million from the sale of our Series A Preferred Stock, $3.0 million from deposits related to the future sale of

our Series A-1 Preferred Stock, and $6.0 million from the sale of our Series C Preferred Stock.

In June 2024, we entered into the Loan

Agreement, which provided up to $36.0 million of term loans that can be drawn in $1.0 million increments each month over thirty-six months,

as described below.

As of June 30, 2025, we had drawn $4.4 million with a remaining $24.0 million available for future financing

over the remaining 24 months of the draw period.

In January and August 2025, we received a grant of $2.0 million and $1.0 million,

respectively, and have a remaining commitment of a grant of $7.0 million from KRHP.

In addition, in June 2025, we received a capital contribution

of $500,000 from Dr.

Ryan Saadi, our Chairman and Chief Executive Officer.

July 3, 2025, we entered into the Sales Agreement, pursuant to which we may issue and sell from time to time up to $50,000,000 of shares

of Common Stock through the Agent as our sales agent.

Sales of our Common Stock through the Agent, if any, 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, pursuant to our effective shelf registration statement on Form S-3 filed on June 20, 2025, and the prospectus supplement

dated July 3, 2025.

Each time we wish to issue and sell Common Stock under the Sales Agreement, we will provide a placement notice to

the Agent containing the parameters in accordance with which shares are to be sold, including, but not limited to, the number of shares

of Common Stock to be issued, the time period during which sales are requested to be made, any limitation on the number of shares of

Common Stock that may be sold in any one trading day, and any minimum price below which sales may not be made.

The 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 our

instructions, including any price, time or size limits we may impose pursuant to and subject to the terms and conditions of the Sales

We are not obligated to make any sales of Common Stock under the Sales Agreement and may terminate the Sales Agreement at

any time upon written notice.

We 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 million.

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 million.

following table summarizes our cash flows for the six months ended June 30, 2025 and 2024:

For the six months ended

Cash provided by (used in)

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Flows from Operating Activities

During the three months ended March 31, 2025, we used $3.3 million of net

cash in operating activities.

Cash used in operating activities reflected our net loss of $10.4 million offset by $7.3 million in non-cash

stock-based compensation expense, depreciation expense, and the net change in our operating assets and liabilities attributable to the

timing of our payments to our vendors for research and development activities.

the three months ended March 31, 2024, we used $2.2 million of net cash in operating activities.

the six months ended June 30, 2025, we used $6.5 million of net cash in operating activities.

Cash used in operating activities reflected

our net income of $11.3 million offset by $13.9 million of non-cash charges related to the change in the fair value of the convertible

promissory notes, stock-based compensation expense, depreciation expense, reductions in the operating ROU assets, and non-cash interest

on the convertible promissory notes, offset by a $0.5 million net change in our operating assets and liabilities attributable to the

timing of our payments to our vendors for research and development activities.

our net loss of $15.8 million offset by $9.3 million in non-cash stock-based compensation expense, depreciation expense, and the net

change in our operating assets and liabilities attributable to the timing of our payments to our vendors for research and development

the six months ended June 30, 2024, we used $5.1 million of net cash in operating activities.

Cash used in operating activities reflected

our net income of $1.6 million and a $1.9 million net change in our operating assets and liabilities attributable to the timing of our

payments to our vendors for research and development activities, offset by $8.6 million of non-cash charges related to the change in

the fair value of the convertible promissory notes, stock-based compensation expense, Merger transaction costs, loss on the issuance

of Series A Preferred Stock, loss on issuance of the Commitment Shares, depreciation expense, reductions in the operating right of use

assets, and non-cash interest on the convertible promissory notes.

Flows from Investing Activities

the three months ended March 31, 2025 and 2024, we did not have any cash flows from investing activities.

the six months ended June 30, 2025 and 2024, we did not have any cash flows from investing activities.

Flows from Financing Activities

During the three months ended March 31, 2025, we received $2.0 million

of net cash from financing activities attributable to a draw on the Loan Agreement and $2.0 million attributable to the KRHP grant.

the three months ended March 31, 2024, we received $2.4 million of net cash from financing activities attributable to $2.0 million of

proceeds from the issuance of the Series A Preferred Stock, $0.2 million of non-refundable prepaid proceeds towards the anticipated issuance

the six months ended June 30, 2025, we received $5.9 million of net cash from financing activities attributable to $3.4 million in draws

on the Loan Agreement, $2.0 million attributable to the KRHP grant, and $500,000 in capital contributions from Dr.

the six months ended June 30, 2024, we received $5.2 million of net cash from financing activities attributable to $2.0 million

of proceeds from the issuance of Series A Preferred Stock, $3.0 million of non-refundable prepaid proceeds towards the anticipated issuance

of Series A-1 Preferred Stock, and $0.2 million of cash in connection with the Merger.

primary sources of funds to meet our near-term liquidity and capital requirements include cash on hand, including the funding we have

received from the sale of our Series A and Series C Preferred Stock and the funding we expect to receive from the sale of our Series

A-1 Preferred Stock, our access to an unsecured line of credit (limited to a $1.0 million monthly draw) under the Loan Agreement described

below, and the $8.0 million of grant funding that KRHP has committed to provide to be used towards the Company’s ongoing operational

On February 14, 2024, we entered into a securities purchase agreement with the Patel Family pursuant to which the Patel Family

agreed to purchase shares of our Series A Preferred Stock for an aggregate purchase price of $8.0 million.

On March 27, 2024, we entered

into an agreement pursuant to which that amount was reduced to $2.0 million and the Patel Family agreed to purchase shares of our Series

A-1 Preferred Stock for an aggregate purchase price of $6.0 million.

We have not yet received $3.0 million of the $6.0 million purchase

price for the Series A-1 Preferred Stock.

Our primary sources of funds to meet our near-term liquidity and capital

requirements include cash on hand, including the funding we have received from the sale of our Series A and Series C Preferred Stock and

the funding we expect to receive from the sale of our Series A-1 Preferred Stock, our access to an unsecured line of credit (limited to

a $1.0 million monthly draw) under the Loan Agreement described below, the remaining $7.0 million of grant funding that KRHP has committed

to provide to be used towards the Company’s ongoing operational expenses, and our ability to conduct offerings of our common stock

under the Sales Agreement.

On February 14, 2024, we entered into a securities purchase agreement with the Patel Family pursuant to which

the Patel Family agreed to purchase shares of our Series A Preferred Stock for an aggregate purchase price of $8.0 million.

2024, we entered into an agreement pursuant to which that amount was reduced to $2.0 million and the Patel Family agreed to purchase shares

of our Series A-1 Preferred Stock for an aggregate purchase price of $6.0 million.

We have not yet received $3.0 million of the $6.0 million

purchase price for the Series A-1 Preferred Stock.

Even if we receive such proceeds, we will still need additional capital to fully implement

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On August 21, 2024, we entered into a securities purchase agreement with the Patel Family

pursuant to which the Patel Family agreed to purchase shares of our Series C Preferred Stock for an aggregate purchase price of $6.0

pursuant to which the Patel Family agreed to purchase shares of our Series C Preferred Stock for an aggregate purchase price of $6.0 million.

June 6, 2024, we entered into the Loan Agreement, pursuant to which the Patel Family agreed to provide to us up to the Maximum Loan Amount

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There is no assurance as to the amount of proceeds we will ultimately receive under the Loan Agreement.

As of March 31, 2025,

we have drawn an aggregate of $3.0 million under the Loan Agreement, and we drew an additional $0.5 million under the Loan Agreement

in April 2025.

As of June 30, 2025,

we have drawn an aggregate of $4.4 million under the Loan Agreement.

July 3, 2025, the Company entered into the Sales Agreement, 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.

expect to devote considerable financial resources to our ongoing and planned activities, particularly as we conduct our planned clinical

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proprietary rights, and defending any intellectual property-related claims.

of March 31, 2025, we had cash of $2.0 million.

We believe that our cash balance and amounts available under the Loan Agreement, which

allows us to draw down term loans of $1.0 million per month over the remaining 27 months of the draw period, will allow us to have adequate

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

statements included in this Report.

In addition, KRHP has committed to provide an additional $8.0 million 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.

As of June 30, 2025, we had cash of $0.7 million.

We believe that our cash

balance, net proceeds pursuant to the Sales Agreement, a grant from KRHP received subsequent to June 30, 2025, combined with amounts available

under the Loan Agreement, which allows us to draw down term loans of $1.0 million per month over the remaining 24 months of the draw period,

and the remaining commitment for a $7,000,000 grant from KRHP will allow us to have adequate cash and financial resources, to operate

for at least the next 12 months from the date of issuance of our unaudited consolidated financial statements included in this Report.

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

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Obligations and Commitments

following table summarizes our contractual obligations and commitments as of March 31, 2025:

following table summarizes our contractual obligations and commitments as of June 30, 2025:

Less than 1 Year

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Contractual obligations:

lease commitments (1)

Agreement repayment (3)

Operating lease commitments (1)

Notes payable (2)

Loan Agreement repayment (3)

Total contractual obligations

obligations pursuant to our office and laboratory leases in Philadelphia, Pennsylvania and Warren, New Jersey.

obligations pursuant to our office and laboratory lease in Warren, New Jersey.

notes payable obligations assumed as part of the Merger.

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amount and timing of such payments are not known.

In May 2025, Tevogen Bio, a wholly owned

subsidiary of the Company, entered into an amendment to the lease agreement between Tevogen Bio and the landlord of the Company’s

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

The new facility

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

includes one-month of rent abatement.

The lease of the Company’s former laboratory facility in Philadelphia, Pennsylvania expired

in June 2025.

Accounting Policies and Estimates

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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 2. Management’s Discussion and Analysis