UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-41002

Tevogen Inc.

(Exact name of registrant as specified in its charter)

Delaware		98-1597194
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

15 Independence Boulevard, Suite #210 Warren, New Jersey		07059
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (877) 838-6434

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	TVGN	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Common Stock for $575 per share	TVGNW	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of registrant’s common stock outstanding as of August 10, 2026 was 6,511,540.

Table of Contents

		Page
Part I - Financial Information		1
Item 1. Financial Statements		1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		14
Item 3. Quantitative and Qualitative Disclosures About Market Risk		26
Item 4. Controls and Procedures.		26
Part II - Other Information		27
Item 1. Legal Proceedings.		27
Item 1A. Risk Factors.		27
Item 5. Other Information.		27
Item 6. Exhibits.		28
Signatures		29

PART I - Financial Information

Item 1. Financial Statements.

TEVOGEN INC.

UNAUDITED CONSOLIDATED BALANCE SHEETS

	June 30, 2026			December 31, 2025
Assets
Current assets:
Cash	$	1,082,155		$	552,372
Prepaid expenses and other assets		768,286			828,592
Due from related party		158,819			158,819
Total current assets		2,009,260			1,539,783

Property and equipment, net		109,772			170,308
Right-of-use assets - operating leases		1,364,814			1,423,473
Deferred transaction costs		178,011			183,546
Other assets		1,065,884			1,065,884
Total assets	$	4,727,741		$	4,382,994

Liabilities and stockholders’ deficit
Current liabilities:
Accounts payable	$	2,829,264		$	3,340,127
Accrued expenses and other liabilities		1,092,580			1,499,624
Operating lease liabilities		327,740			327,740
Notes payable		1,651,000			1,651,000
Due to related party		250,000			250,000
Total current liabilities		6,150,584			7,068,491

Loan agreement		6,400,000			4,400,000
Operating lease liabilities		1,064,092			1,122,750
Derivative warrant liabilities		1,825			26,479
Total liabilities		13,616,501			12,617,720

Stockholders’ deficit
Series A Preferred Stock, $0.0001 par value; 2,000 shares authorized; 500 shares issued and outstanding as of June 30, 2026 and December 31, 2025 (liquidation value of $2,246,137 at June 30, 2026)		2,799,990			2,799,990
Series C Preferred Stock, $0.0001 par value; 1,300 shares authorized; 600 shares issued and outstanding as of June 30, 2026 and December 31, 2025 (liquidation value of $6,815,261 at June 30, 2026)		6,000,000			6,000,000
Preferred stock, value		6,000,000			6,000,000
Common stock, $0.0001 par value; 800,000,000 shares authorized; 4,255,107 and 4,020,746 shares issued and outstanding at June 30, 2026 and December 31, 2025		426			402
Additional paid-in capital		133,179,568			122,625,431
Accumulated deficit		(150,868,744	)		(139,660,549	)
Total stockholders’ deficit		(8,888,760	)		(8,234,726	)
Total liabilities and stockholders’ deficit	$	4,727,741		$	4,382,994

See accompanying notes to the unaudited consolidated financial statements.

TEVOGEN INC.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

	2026			2025			2026			2025
	Three months ended June 30,						Six months ended June 30,
	2026			2025			2026			2025
Operating expenses:
Research and development	$	3,282,557		$	2,699,991		$	6,417,367		$	5,895,059
General and administrative		2,379,819			2,744,545			4,645,929			9,905,824
Total operating expenses		5,662,376			5,444,536			11,063,296			15,800,883
Loss from operations		(5,662,376	)		(5,444,536	)		(11,063,296	)		(15,800,883	)
Interest expense, net		(98,387	)		(38,033	)		(169,553	)		(62,604	)

Change in fair value of warrants		(1,177	)		(21,410	)		24,654			(7,553	)
Net loss	$	(5,761,940	)	$	(5,503,979	)	$	(11,208,195	)	$	(15,871,040	)

Net loss attributable to common stockholders, basic and diluted	$	(5,839,776	)	$	(5,641,102	)	$	(11,560,278	)	$	(16,145,287	)
Net loss per share attributable to common stockholders, basic and diluted	$	(1.52	)	$	(1.71	)	$	(3.16	)	$	(4.95	)
Weighted-average common stock outstanding, basic and diluted		3,829,365			3,293,065			3,658,135			3,260,783

See accompanying notes to the unaudited consolidated financial statements.

TEVOGEN INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
	Series A Preferred Stock				Series B Preferred Stock				Series C Preferred Stock				Common Stock				Additional Paid-in			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance at January 1, 2026		500	$	2,799,990		-		-		600	$	6,000,000		4,020,746	$	402	$	122,625,431		$	(139,660,549	)	$	(8,234,726	)
Issuance of common stock in settlement of vested restricted stock units		-		-		-		-		-		-		25,868		3		(3	)		-			-
Issuance of shares under the sales agreement, net of issuance costs		-		-		-		-		-		-		122,091		12		989,219			-			989,231
Stock-based compensation		-		-		-		-		-		-		-		-		2,849,592			-			2,849,592
Net loss		-		-		-		-		-		-		-		-		-			(5,446,255	)		(5,446,255	)
Balance at March 31, 2026		500	$	2,799,990		-		-		600	$	6,000,000		4,168,705	$	417	$	126,464,239		$	(145,106,804	)	$	(9,842,158	)
Issuance of common stock in settlement of vested restricted stock units		-		-		-		-		-		-		34,000		4		(4	)		-			-
Loan agreement interest settled in stock		-		-		-		-		-		-		1,764		-		134,461			-			134,461

Issuance of pre-funded warrants, net of issuance costs		-		-		-		-		-		-		-		-		2,967,000			-			2,967,000
Issuance of shares under the sales agreement, net of issuance costs		-		-		-		-		-		-		50,638		5		325,248			-			325,253
Stock-based compensation		-		-		-		-		-		-		-		-		3,288,624			-			3,288,624
Net loss		-		-		-		-		-		-		-		-		-			(5,761,940	)		(5,761,940	)
Balance at June 30, 2026		500	$	2,799,990		-		-		600	$	6,000,000		4,255,107	$	426	$	133,179,568		$	(150,868,744	)	$	(8,888,760	)

	Series A Preferred Stock				Series B Preferred Stock				Series C Preferred Stock				Common Stock				Additional Paid-in			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance at January 1, 2025		500	$	2,799,990		-		-		600	$	6,000,000		3,559,827	$	356	$	97,910,766		$	(113,385,117	)	$	(6,674,005	)
Issuance of common stock in settlement of vested restricted stock units		-		-		-		-		-		-		118,041		11		(11	)		-			-
Loan Agreement interest settled in stock		-		-		-		-		-		-		-		-		28,269			-			28,269
Capital contribution		-		-		-		-		-		-		-		-		2,000,000			-			2,000,000
Stock-based compensation		-		-		-		-		-		-		-		-		7,292,701			-			7,292,701
Net loss		-		-		-		-		-		-		-		-		-			(10,367,061	)		(10,367,061	)
Balance at March 31, 2025		500	$	2,799,990		-		-		600	$	6,000,000		3,677,868	$	367	$	107,231,725		$	(123,752,178	)	$	(7,720,096	)
Issuance of common stock in settlement of vested restricted stock units		—		—		—		—		—		—		196,000		20		(20	)		—			—
Capital contribution		—		—		—		—		—		—		—		—		500,000			—			500,000
Stock-based compensation		—		—		—		—		—		—		—		—		3,239,333			—			3,239,333
Net loss		—		—		—		—		—		—		—		—		—			(5,503,979	)		(5,503,979	)
Balance at June 30, 2025		500	$	2,799,990		—		—		600	$	6,000,000		3,873,868		387		110,971,037			(129,256,157	)		(9,484,742	)

See accompanying notes to the unaudited consolidated financial statements.

TEVOGEN INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

	2026			2025
	For the six months ended June 30,
	2026			2025
Cash flows from operating activities:
Net loss	$	(11,208,195	)	$	(15,871,040	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		60,536			131,994
Stock-based compensation expense		6,138,216			10,532,034
Change in fair value of warrants		(24,654	)		7,553
Amortization of right-of-use asset		58,659			264,192
Change in operating assets and liabilities:
Prepaid expenses and other assets		78,370			(297,763	)
Other assets		-			9,957
Accounts payable		(510,863	)		(959,943	)
Accrued expenses and other liabilities		(272,583	)		(71,206	)
Operating lease liabilities		(58,658	)		(243,544	)
Net cash used in operating activities		(5,739,172	)		(6,497,766	)
Cash flows from investing activities:
Net cash used in investing activities		-			-
Cash flows from financing activities:
Proceeds from loan agreement		2,000,000			3,400,000
Proceeds from pre-funded warrants, net of offering costs		2,967,000			-
Proceeds from issuance of shares under the sales agreement, net of offering costs		1,301,955			-
Capital contribution		-			2,500,000
Net cash provided by financing activities		6,268,955			5,900,000
Net increase (decrease) in cash		529,783			(597,766	)
Cash - beginning of period		552,372			1,282,995
Cash - end of period	$	1,082,155		$	685,229
Supplementary disclosure of noncash investing and financing activities:
Issuance of shares in connection with the loan agreement		134,461			-
Deferred offering cost amortization		5,535			-
Receivables from issuance of shares under the sales agreement		18,064			-
Right-of-use assets obtained in exchange for operating lease liabilities		-			1,513,607

See accompanying notes to the unaudited consolidated financial statements.

TEVOGEN INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. NATURE OF BUSINESS

Tevogen Inc., a Delaware corporation (the “Company”), is a healthcare company focused on addressing unmet needs across biotechnology, technology, and healthcare services. The Company’s business includes Tevogen Bio, its biotechnology initiative focused on developing off-the-shelf cellular immunotherapies, and Tevogen.AI, an initiative leveraging artificial intelligence and advanced data analytics to advance precision medicine. The Company also recently established Tevogen Healthcare Services, a healthcare services initiative intended to support longer-term efforts to improve healthcare affordability, accessibility, and efficiency.

The Company is harnessing the power of CD8+ cytotoxic T lymphocytes (“CD8+ CTLs”) to develop off-the-shelf, precision T cell therapies for the treatment of infectious diseases, cancers, and other disorders through its Tevogen Bio initiative. The Company’s precision T cell technology, ExacTcell^TM, is a set of processes and methodologies to develop, enrich, and expand single human leukocyte antigen-restricted CTL therapies with proactively selected, precisely defined targets. The Company has completed a Phase 1 proof-of-concept trial for the first clinical product of ExacTcell, TVGN 489, for the treatment of ambulatory, high-risk adult COVID-19 patients, and has other product candidates in its pipeline.

In 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.

Tevogen Healthcare Services is an emerging initiative and remains at an early stage of development.

Reverse Stock Split

Effective March 6, 2026, the Company effected a reverse stock split at a ratio of 1-for-50 shares of its common stock (the “Reverse Stock Split”). As a result, every fifty shares of the Company’s issued and outstanding common stock were automatically combined into one share. The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder’s percentage ownership interest in the Company.

No fractional shares were issued as a result of the Reverse Stock Split and the split did not impact the par value of the Company’s common stock. Any fractional shares that would otherwise have resulted from the Reverse Stock Split were rounded down to the next whole share.

NOTE 2. DEVELOPMENT-STAGE RISKS AND LIQUIDITY

The Company has generally incurred losses and negative cash flows from operations since inception. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant sales from its product candidates currently in development. On 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 $50.0 million of shares of common stock through the Agent as the Company’s sales agent 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 (the “Securities Act”). Management believes that cash of $1,082,155 as of June 30, 2026, combined with the amounts available under the Loan Agreement (the “Loan Agreement”) entered into in June 2024 with The Patel Family, LLP (the “Patel Family”) and the remaining commitment for a $7.0 million 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 statements. The Company does not plan to initiate another clinical trial until additional funding is received.

Management regularly evaluates different strategies to obtain funding for operations for subsequent periods. These strategies may include but are not limited to private placements of securities, licensing and/or marketing arrangements, partnerships with other pharmaceutical or biotechnology companies, and public offerings of securities. The Company may not be able to obtain financing on acceptable terms and the Company may not be able to enter into strategic alliances or other arrangements on favorable terms. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. If the Company is unable to obtain sufficient funding, the Company could be required to delay, reduce or eliminate research and development programs, product portfolio expansion, or future commercialization efforts, which could adversely affect its business prospects.

Operations since inception have consisted primarily of organizing the Company, securing financing, developing licensed technologies, performing research, conducting preclinical studies and a clinical trial, and pursuing and completing the business combination pursuant to that certain Agreement and Plan of Merger, dated June 28, 2023 (the “Merger Agreement”), by and among Semper Paratus Acquisition Corporation, a Cayman Islands exempted company (“Semper Paratus”), Semper Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Semper Paratus (“Merger Sub”), SSVK Associates, LLC, a Delaware limited liability company (the “Sponsor”), in its capacity as purchaser representative, Tevogen Bio Inc (n/k/a Tevogen Bio Inc.), a Delaware corporation (“Tevogen Bio”), and Dr. Ryan Saadi, in his capacity as seller representative, pursuant to which Merger Sub merged with and into Tevogen Bio (the “Merger”), with Tevogen Bio being the surviving company and a wholly owned subsidiary of Semper Paratus (the “Business Combination”). The Company is subject to risks associated with any company with specialty biotechnology initiatives that require 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.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The summary of significant accounting policies in Note 3 to the Company’s audited consolidated financial statements included in the Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2026 (the “Annual Report”) has not materially changed, except as reflected in the following:

Basis of Presentation

These unaudited consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). In the opinion of management, all adjustments considered necessary for a fair statement of the financial position and results of operations of the Company have been included.

Fair Value Measurements

Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

Level 1	Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2	Observable inputs other than Level 1 prices, such as quoted prices for similar, but not identical, assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data;

Level 3	Unobservable inputs in which there is little or no market data available and which require the Company to develop its own assumptions that market participants would use in pricing an asset or liability.

Financial instruments recognized at historical amounts in the balance sheets consist of accounts payable and notes payable. The Company believes that the carrying value of accounts payable and notes payable approximates their fair values due to the short-term nature of these instruments.

There were no transfers between levels during the six months ended June 30, 2026 and 2025.

The Company recorded a loss and a gain on change in fair value of derivative warrant liabilities of $1,177 and $24,654 during the three and six months ended June 30, 2026, respectively. The Company recorded losses on change in fair value of derivative warrant liabilities of $21,410 and $7,553 during the three and six months ended June 30, 2025. 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 of the Business Combination (the “Closing”) of the transactions pursuant to the Merger Agreement on February 14, 2024 (the “Closing Date”) 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 as of June 30, 2026. 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

	Derivative warrant liabilities
Balance at January 1, 2025	$	87,180
Change in fair value		7,553
Balance at June 30, 2025	$	94,733

Balance at January 1, 2026	$	26,479
Change in fair value		(24,654	)
Balance at June 30, 2026	$	1,825

The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at June 30, 2026, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Level

Quoted Prices
in Active
Markets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant

Other

Unobservable

Inputs

(Level 3)

Liabilities:

Derivative warrant liabilities

1,825

The Company used a Monte Carlo simulation (“MCS”) valuation methodology to determine the fair value of the freestanding $14,000,000 purchase option and remaining embedded $11,000,000 purchase option associated with the Loan Agreement as of June 30, 2026. The MCS methodology simulates the Company’s future stock price to estimate if and when the 10-day trailing volume weighted average price of the common stock (the “Trailing VWAP”) will reach $500.00 per share (as adjusted for the Reverse Stock Split), and discounts the resulting payoff back to each valuation date using a present value factor. Significant assumptions used in determining the fair value of these options include volatilities of 84.04 % and 78.5% and discount rates of 3.7% and 4.0% for the six months ended June 30, 2026 and 2025, respectively. At June 30, 2026 and December 31, 2025, the MCS produced a fair value of $0 relating to these freestanding and embedded options.

Net Loss Per Share

The Company computes basic net loss per share by dividing net loss by the weighted-average common stock outstanding during the period. Given the Company’s net loss, basic and diluted net loss per share for the three and six months ended June 30, 2026 and 2025 are the same.

Pre-funded Warrants

In May 2026, the Company issued pre-funded warrants to purchase shares of its common stock in a private placement (the “Pre-funded Warrants”). Consistent with the accounting framework described above, the Company evaluated the Pre-funded Warrants under ASC 480 and ASC 815 to determine whether they are freestanding financial instruments that meet the definition of a liability pursuant to ASC 480 and meet all of the conditions for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether they are subject to any provision that could require net cash settlement outside of the Company’s control. Based on this assessment, the Company concluded that the Pre-funded Warrants meet all of the criteria for equity classification and are recorded as a component of additional paid-in capital at the time of issuance, net of issuance costs directly attributable to the offering. The Pre-funded Warrants are not subsequently remeasured.

Recently Issued Accounting Standards

In November 2024, the FASB issued ASU No. 2024-03, Income Statement (Topic 220): Reporting Comprehensive Income - Expense Disaggregation Disclosures, Disaggregation of Income Statement Expenses, which requires public companies to disclose, in interim and annual reporting periods, additional information about certain expenses in the financial statements. The amendments in this pronouncement will be effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and is effective on either a prospective basis or retrospective basis. The Company is currently assessing the potential impacts of adoption on its unaudited consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow Scope Improvements. This update clarifies the applicability of interim reporting guidance and the form and content of interim financial statements. It also establishes a disclosure principle requiring an entity to disclose material events and changes occurring since the end of the last annual reporting period. ASU 2025-11 is effective for the Company for interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is assessing the impact of adopting this standard.

NOTE 4. ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other liabilities consisted of the following:

	June 30, 2026		December 31, 2025
Professional services	$	958,679	$	1,168,538
Other		133,901		331,086
Total	$	1,092,580	$	1,499,624

NOTE 5. DEBT

Loan Agreement

In June 2024, the Company entered into the Loan Agreement with the Patel Family, a related party of the Company, providing for an unsecured line of credit facility (the “Facility”) for term loans of up to an initial total of $36,000,000. As of December 31, 2025, the Company had drawn $4,400,000 from the Facility, with maturity dates ranging from July 2028 to June 2029. The Company drew $2,000,000 during the first six months of 2026, with maturity dates ranging from February to March 2030. As of June 30, 2026, the outstanding balance on the Loan Agreement was $6,400,000. As of June 30, 2026, $11,000,000 remained available for future financing.

The Loan Agreement includes a purchase option whereby the Patel Family has the option to purchase up to $14,000,000 of shares of common stock at a purchase price equal to 70% of the Trailing VWAP per share (the “$14 million Purchase Option”). The $14 million Purchase Option only becomes exercisable once Trailing VWAP reaches $500.00 per share. The $14 million Purchase Option was determined to be a freestanding derivative liability under ASC 815 and is carried at fair value, with changes in fair value recorded to change in fair value of written call option derivative liabilities within the unaudited consolidated statements of operations and unaudited consolidated statements of cash flows.

The Loan Agreement also includes a purchase option (the “Additional Amount Purchase Option”) that is identical to the $14 million Purchase Option, except that the option is exercisable for an amount up to the then-remaining undrawn term loan amount under the Loan Agreement at the time Trailing VWAP reaches $500.00 per share. The Additional Amount Purchase Option was determined to be an embedded derivative within the written loan commitment that requires bifurcation under ASC 815 and thus is carried at fair value with changes in fair value recorded to change in fair value of written call option derivative liabilities within the unaudited consolidated statements of operations and unaudited consolidated statements of cash flows.

The $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 as of June 30, 2026 and December 31, 2025, respectively.

The Loan Agreement is a written loan commitment that is not eligible for the fair value option under ASC 825, Financial Instruments. However, management elected the fair value option for all 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 20,000 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.

Notes Payable

As 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, 2026. 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 June 30, 2026. The notes’ default provisions do not require the Company to transfer any shares or pay any amounts to Polar.

NOTE 6. STOCK-BASED COMPENSATION

In connection with the Closing, the Company adopted the Tevogen Inc. 2024 Omnibus Incentive Plan (the “2024 Plan”) and no longer grants awards pursuant to the 2020 Equity Incentive Plan (the “2020 Plan”). Each restricted stock unit (“RSU”) award granted under the 2020 Plan that was outstanding and unvested as of the Closing Date was automatically canceled and converted into an award under the 2024 Plan with respect to the common stock of the Company (the “Rollover RSUs”). Such Rollover RSUs remain subject to the same terms and conditions as set forth under the applicable award agreement prior to the Closing.

In addition to covering the Rollover RSUs, under the 2024 Plan, as of December 31, 2024, the Company was authorized to grant awards up to an aggregate 800,000 shares of common stock. During the year ended December 31, 2025, the number of shares authorized under the 2024 Plan was increased to 977,991. The 2024 Plan provides for the grant of options, stock appreciation rights, restricted common stock (“Restricted Stock”), RSUs, and other equity-based awards. As of June 30, 2026, awards for 112,676 shares remained available to be granted under the 2024 Plan.

The Company has issued RSUs that are subject to either service-based vesting conditions or service-based and performance-based vesting conditions. Compensation expense for service-based RSUs is recognized on a straight-line basis over the vesting period of the award. Compensation expense for service-based and performance-based RSUs (“Performance-Based RSUs”) is recognized when the performance condition, which is based on a liquidity event condition being satisfied, is deemed probable of achievement. The fair value of RSUs vested during the six months ended June 30, 2026 and 2025 was $0.6 million and $7.9 million, respectively.

On June 27, 2025, the Company issued an aggregate of 185,000 shares of Restricted Stock under the 2024 Plan to the Company’s executive officers, including a grant of 160,000 shares of Restricted Stock to Dr. Saadi. The shares of Restricted Stock granted to Dr. Saadi 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 “2025 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 $62 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 2025 RSA Vesting Period.

Restricted Stock and RSU activity was as follows:

	Service-Based Restricted Stock and RSUs
	Shares			Weighted average grant-date fair value
Nonvested as of January 1, 2026		619,793		$	163.47
Granted		74,000			10.40
Vested		(53,711	)		21.54
Forfeited		-			-
Nonvested as of June 30, 2026		640,082		$	166.80

	Service-Based Restricted Stock and RSUs
	Shares			Weighted average grant-date fair value
Nonvested as of January 1, 2025		533,805		$	177.00
Granted		201,997			62.50
Vested		(114,128	)		49.00
Forfeited		-			-
Nonvested as of June 30, 2025		621,674		$	163.00

	Performance-Based RSUs
	Shares		Weighted average grant-date fair value
Nonvested as of January 1, 2026		5,633	$	265.67
Granted		-		-
Vested		-		-
Forfeited		-		-
Nonvested as of June 30, 2026		5,633	$	265.67

	Performance-Based RSUs
	Shares			Weighted average grant-date fair value
Nonvested as of January 1, 2025		25,792		$	185.00
Granted		-			-
Vested		(4,186	)		171.00
Forfeited		-			-
Nonvested as of June 30, 2025		21,606		$	188.00

There was $3,107,254 and $5,776,812 of compensation cost related to shares of service-based Restricted Stock and service-based RSUs during the three and six months ended June 30, 2026. There was $78,914,936 of unrecognized compensation cost related to shares of service-based Restricted Stock and service-based RSUs as of June 30, 2026, which will be expensed over a weighted average period of 7.7 years. There was $181,369 and $361,404 of compensation cost related to Performance-Based RSUs during the three and six months ended June 30, 2026. There was $744,984 of unrecognized compensation cost related to Performance-Based RSUs as of June 30, 2026, which will be expensed over a weighted average period of 1.0 years.

The Company recorded stock-based compensation expense in the following expense categories in the accompanying unaudited consolidated statements of operations:

	2026		2025
	Three months ended June 30,
	2026		2025
Research and development	$	2,136,272	$	1,720,666
General and administrative		1,152,352		1,518,667
Total	$	3,288,624	$	3,239,333

	2026		2025
	Six months ended June 30,
	2026		2025
Research and development	$	4,021,590	$	3,547,013
General and administrative		2,116,626		6,985,021
Total	$	6,138,216	$	10,532,034

NOTE 7. STOCKHOLDERS’ DEFICIT

Common Stock

As of June 30, 2026, the Company had 4,255,107 shares of common stock issued and outstanding. For accounting purposes related to earnings per share, only shares that are fully vested are considered issued and outstanding.

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

	June 30, 2026
Total shares of common stock issued and outstanding		4,255,107
Plus: shares to be issued:
Vested RSUs not yet legally settled into common stock (a)		13,712
Pre-funded warrants not yet legally settled into common stock (b)		375,000
Less: Shares subject to future vesting:
Issuance of restricted common stock subject to forfeiture (c)		(571,979	)
Total shares, net		4,071,840

(a)	As of June 30, 2026, there were RSUs that had vested but had not been legally settled into common stock.

(b)	As of June 30, 2026, the pre-funded warrants had not been legally settled into common stock.

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

Pre-funded Warrants

On May 15, 2026, the Company closed the sale of the Pre-funded Warrants to purchase up to 375,000 shares of common stock to a single accredited investor, the Patel Family, in a private placement exempt from registration under Section 4(a)(2) of the Securities Act pursuant to a Securities Purchase Agreement dated May 11, 2026. The Pre-funded Warrants were sold for an aggregate purchase price of $3,000,000, representing an issue price of $0.0001 per warrant plus prepayment of substantially all of the per-share exercise price. Each Pre-funded Warrant is exercisable for one share of the Company’s common stock, par value $0.0001 per share, at a remaining exercise price of $0.0001 per share, and does not expire until exercised in full.

The Pre-funded Warrants may be exercised for cash or, at the holder’s election, on a cashless basis. The Company is not required, under any circumstance, to settle the Pre-funded Warrants in cash. The holder’s ability to exercise the Pre-funded Warrants is limited to a beneficial ownership cap of 9.99% of the Company’s then-outstanding common stock, which the holder may increase to up to 19.99% upon 61 days’ prior written notice to the Company.

As of June 30, 2026, none of the Pre-funded Warrants had been exercised. As of June 30, 2026, there are 375,000 Pre-funded Warrants outstanding.

Public Warrants

As of June 30, 2026, there are 347,732 public warrants outstanding.

Private Placement Warrants

As of June 30, 2026, there are 11,768 private placement warrants outstanding.

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

NOTE 8. NET LOSS PER SHARE

The below table is a reconciliation of net loss to net loss attributable to common stockholders. Given the Company’s net loss, basic and diluted net loss per share are the same.

SCHEDULE OF RECONCILIATION OF NET LOSS

	2026			2025
	Three months ended June 30,
	2026			2025
Net loss	$	(5,761,940	)	$	(5,503,979	)
Series A preferred stock cumulative dividend		(19,562	)		(24,931	)
Series C preferred stock cumulative dividend		(58,274	)		(112,192	)
Net loss attributable to common stockholders	$	(5,839,776	)	$	(5,641,102	)

		2026				2025
		Six months ended June 30,
		2026