Tevogen Bio Holdings Inc.

Previous wording

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.

Current wording

To date, we have not generated any revenue. Our net loss for the three months ended September 30, 2025 and 2024 was $5.7 million and $5.9 million, respectively. Net loss for the three months ended September 30, 2025 was primarily attributable to non-cash stock-based compensation expense, personnel costs and legal and professional fees. Our net loss for the nine months ended September 30, 2025 and 2024 was $21.6 million and $4.3 million, respectively. Net loss for the nine months ended September 30, 2025 was primarily attributable to non-cash stock-based compensation expense, personnel costs and legal and professional fees. As of September 30, 2025, we had an accumulated deficit of $135.0 million and cash of $1.0 million.

Previous wording

As described in more detail in “—Liquidity and Capital Resources—Funding Requirements” below, on June 6, 2024, we entered into a Loan Agreement (the “Loan Agreement”) with the Patel Family providing for (i) an unsecured line of credit facility (the “Facility”), pursuant to which the Patel Family agreed to lend us up to an initial amount of $36.0 million (the “Maximum Loan Amount”) of term loans in $1.0 million increments on a monthly basis, over a draw period of thirty-six months, and (ii) a contingent option for the Patel Family to purchase at least $14.0 million of our Common Stock in a future private placement (the “Optional PIPE”). The Loan Agreement also contains a contingent option for the Patel Family to purchase at least $14.0 million of our Common Stock, plus up to the then-remaining available amount under the Facility, in a future private placement if the ten-day trailing volume weighted average price per share of the Common Stock (the “Trailing VWAP”) reaches $10.00 per share. Pursuant to the terms of the Loan Agreement, we also issued to the Patel Family 1,000,000 shares of Common Stock as a commitment fee (the “Commitment Shares”), subject to forfeiture by the Patel Family of the Commitment Shares or an equal number of shares of Common Stock in the event the Patel Family fails to (i) make a deposit under the Facility when due or (ii) pay the purchase price for the Optional PIPE within 30 days after the Threshold Price Notice Date (as defined in the Loan Agreement) in the event we have satisfied all applicable closing conditions.

Current wording

As described in more detail in “—Liquidity and Capital Resources—Funding Requirements” below, on June 6, 2024, we entered into a Loan Agreement (the “Loan Agreement”) with the Patel Family providing for (i) an unsecured line of credit facility (the “Facility”), pursuant to which the Patel Family agreed to lend us up to an initial amount of $36.0 million (the “Maximum Loan Amount”) of term loans in $1.0 million increments on a monthly basis, over a draw period of thirty-six months, and (ii) a contingent option for the Patel Family to purchase at least $14.0 million of our common stock, par value $0.0001 per share (the “Common Stock”), in a future private placement (the “Optional PIPE”). The Loan Agreement also contains a contingent option for the Patel Family to purchase at least $14.0 million of our Common Stock, plus up to the then-remaining available amount under the Facility, in a future private placement if the ten-day trailing volume weighted average price per share of the Common Stock (the “Trailing VWAP”) reaches $10.00 per share. Pursuant to the terms of the Loan Agreement, we also issued to the Patel Family 1,000,000 shares of Common Stock as a commitment fee (the “Commitment Shares”), subject to forfeiture by the Patel Family of the Commitment Shares or an equal number of shares of Common Stock in the event the Patel Family fails to (i) make a deposit under the Facility when due or (ii) pay the purchase price for the Optional PIPE within 30 days after the Threshold Price Notice Date (as defined in the Loan Agreement) in the event we have satisfied all applicable closing conditions.

Previous wording

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.

Current wording

Based on cash on hand as of the date of this Report of approximately $1.0 million, amounts received subsequent to September 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.

Previous wording

Research 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 30, 2024. The decrease was primarily attributable to decreases in stock-based compensation.

Current wording

Research and development expenses for the period ended September 30, 2025 were $3.1 million, as compared to $3.3 million for the period ended September 30, 2024. The decrease was primarily attributable to decreases in stock-based compensation.

Previous wording

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.

Current wording

We recognized $0.1 million and $0.0 million in interest expense, net for the three months ended September 30, 2025 and 2024, respectively. Interest expense for the three months ended September 30, 2025 was attributable primarily to the outstanding balance on the Facility.

Previous wording

We 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.

Current wording

We recognized a non-cash change in fair value of $0.2 million for the fair value of our written call option derivative liabilities associated with our Loan Agreement for the three months ended September 30, 2024.

Previous wording

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

Current wording

The following table summarizes our results of operations for the nine months ended September 30, 2025 and 2024:

Previous wording

We 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 six months ended June 30, 2025 and 2024:

Current wording

We 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 nine months ended September 30, 2025 and 2024:

Previous wording

Research 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.

Current wording

Research and development expenses for the nine months ended September 30, 2025 were $9.0 million, compared to $28.2 million for the nine months ended September 30, 2024. The decrease was primarily attributable to lower non-cash stock-based compensation expense.

Previous wording

We 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.

Current wording

We recognized $0.1 million and $0.2 million in interest expense for the nine months ended September 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.

Previous wording

Merger 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.

Current wording

Merger transaction costs in excess of cash received from the Merger of $7.5 million were recognized as period expenses for the nine months ended September 30, 2024.

Previous wording

There 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, 2024.

Current wording

There was no non-cash gain or loss recognized in the nine months ended September 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 nine months ended September 30, 2024.

Previous wording

We 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.

Current wording

We incurred losses on the issuance of the Commitment Shares during the nine months ended September 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.

Previous wording

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.

Current wording

As of September 30, 2025 we had $1.0 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, grant funding, and proceeds under the Sales Agreement. 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 September 30, 2025, we had drawn $4.4 million with a remaining $21.0 million available for future financing over the remaining 20 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.

Previous wording

Between 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.

Current wording

Between July 3, 2025 and September 30, 2025, the Company sold an aggregate of approximately 2.9 million shares of common stock under the Sales Agreement at a weighted average price per share of $1.10, resulting in gross proceeds of approximately $3.2 million. After deducting total expenses of approximately $87,000, including commission to the Agent of approximately $80,000, net proceeds to the Company were approximately $3.1 million.

Previous wording

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

Current wording

The following table summarizes our cash flows for the nine months ended September 30, 2025 and 2024:

Previous wording

During 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 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 activities.

Current wording

During the nine months ended September 30, 2025, we used $10.1 million of net cash in operating activities. Cash used in operating activities reflected our net loss of $21.6 million offset by $11.5 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.

Previous wording

During 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.

Current wording

During the nine months ended September 30, 2024, we used $9.0 million of net cash in operating activities. Cash used in operating activities reflected $10.3 million of net loss, 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, partially offset by a $0.7 million net change in our operating assets and liabilities attributable to the timing of our payments to our vendors for research and development activities.

Previous wording

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

Current wording

During the nine months ended September 30, 2025 and 2024, we did not have any cash flows from investing activities.

Previous wording

During 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. Saadi.

Current wording

During the nine months ended September 30, 2025, we received $9.9 million of net cash from financing activities attributable to $3.4 million in draws on the Loan Agreement, $3.0 million attributable to KRHP grants, $500,000 in capital contributions from Dr. Saadi, $3.1 million in proceeds pursuant to the Sales Agreement, net of offering costs and $0.1 million in payments of offering costs associated with the Sales Agreement.

Previous wording

During 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.

Current wording

During the nine months ended September 30, 2024, we received $10.2 million of net cash from financing activities attributable to $2.0 million in proceeds from the sale of Series A Preferred Stock, $4.0 million in proceeds from the sale of Series C Preferred Stock, $3.0 million of non-refundable prepaid proceeds towards the anticipated issuance of Series A-1 Preferred Stock, $1.0 million drawn under the Loan Agreement, and $0.2 million of cash in connection with the Merger.

Previous wording

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. 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. Even if we receive such proceeds, we will still need additional capital to fully implement our business, operating, and development plans. 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 million.

Current wording

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. 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. Even if we receive such proceeds, we will still need additional capital to fully implement our business, operating, and development plans.

Previous wording

On 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.

Current wording

On 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. See “Liquidity and Capital Resources – Sources of Liquidity” above for more information on amounts sold under the Sales Agreement.

Previous wording

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.

Current wording

As of September 30, 2025, we had cash of approximately $1.0 million. We believe that our cash balance, net proceeds received pursuant to the Sales Agreement subsequent to September 30, 2025, amounts available under the Loan Agreement, which allows us to draw down term loans of $1.0 million per month over the remaining 20 months of the draw period, and the remaining commitment for a $7.0 million 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.