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Dilution profile // every instrument, one screen, from SEC filings

Tevogen Inc. (TVGNW)

CIK 1860871 · all EDGAR filings →

Overall dilution risk
HIGHworst of 3 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
not every sub-rating was computable; treat as a floor
Offering ability
HIGH$192M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
one or more live registrations had no structured fee data, so the true total is AT LEAST this
Overhead supply
LOWwarrants = 5% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
LOW-96% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
NOT COMPUTEDrunway not computable from latest facts
= cash vs trailing operating burn

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2024-04-262026-08-10

Latest: 6.5M shares as of Aug 10, 2026 (10-Q). Share count fell from 198.7M to 4.2M between Nov 12, 2025 and Mar 27, 2026, a pattern consistent with a reverse split (roughly 1-for-48); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Burning cash

burning $3.1M / quarter

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Pre Funded Warrants375,000$0.0001—FV $3.0M

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 14, 2026 →. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 347,732 underlying shares, as reported Jun 30, 2026 (10-Q).

Rough fully diluted estimate: 6.9M = 6.5M O/S + 347,732 warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

No convertible-note facts tagged in the 10-Q filed Aug 14, 2026. If convertible notes exist, their terms live in exhibit prose for this filer and are not parsed; absence of a tag is not proof of absence. The exhibits are the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding6.5MAug 10, 2026
+ Pre Funded Warrants (if exercised)375,000Jun 30, 2026
Fully diluted estimate6.9M+5.8% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $191.6Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Jun 12, 2026$3.8M registeredfiling →
S-3Jun 20, 2025$187.8M registeredfiling →
S-1Jun 21, 2024no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 0 executed · 1 registered.

UPDATEJun 26, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →
EFFECTIVEJun 25, 2026SEC declared a registration effective — selling can beginEFFECT →
REGISTEREDJun 12, 2026S-3 registration — capacity to sell shares, not a sale yetS-3 →
UPDATEMar 25, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →
UPDATEMar 4, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →
UPDATEFeb 26, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →
UPDATENov 14, 2025Prospectus update — often a resale registration, not necessarily new capital424B3 →
UPDATESep 26, 2025Prospectus update — often a resale registration, not necessarily new capital424B3 →
UPDATEAug 14, 2025Prospectus update — often a resale registration, not necessarily new capital424B3 →
UPDATEJul 10, 2025Prospectus update — often a resale registration, not necessarily new capital424B3 →
EXECUTEDJul 3, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
UPDATEJun 27, 2025Prospectus update — often a resale registration, not necessarily new capital424B3 →

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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