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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
OR
| 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:
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
|
|
|
||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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.
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).
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 | ☐ |
| ☒ | 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 .
Table of Contents
| i |
PART I - Financial Information
Item 1. Financial Statements.
TEVOGEN INC.
UNAUDITED CONSOLIDATED BALANCE SHEETS
| June 30, 2026 | December 31, 2025 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses and other assets | ||||||||
| Due from related party | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Right-of-use assets - operating leases | ||||||||
| Deferred transaction costs | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and stockholders’ deficit | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses and other liabilities | ||||||||
| Operating lease liabilities | ||||||||
| Notes payable | ||||||||
| Due to related party | ||||||||
| Total current liabilities | ||||||||
| Loan agreement | ||||||||
| Operating lease liabilities | ||||||||
| Derivative warrant liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders’ deficit | ||||||||
| Series A Preferred Stock, $ par value; shares authorized; shares issued and outstanding as of June 30, 2026 and December 31, 2025 (liquidation value of $ |
||||||||
| Series C Preferred Stock, $ par value; shares authorized; shares issued and outstanding as of June 30, 2026 and December 31, 2025 (liquidation value of $ |
||||||||
| Common stock, $ par value; shares authorized; and shares issued and outstanding at June 30, 2026 and December 31, 2025 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( |
) | ( |
) | ||||
| Total stockholders’ deficit | ( |
) | ( |
) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
See accompanying notes to the unaudited consolidated financial statements.
| 1 |
TEVOGEN INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
| Three months ended June 30, |
Six months ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development | $ | $ | $ | $ | ||||||||||||
| General and administrative | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Interest expense, net | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Change in fair value of warrants | ( |
) | ( |
) | ( |
) | ||||||||||
| Net loss | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Net loss attributable to common stockholders, basic and diluted | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Net loss per share attributable to common stockholders, basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted-average common stock outstanding, basic and diluted | ||||||||||||||||
See accompanying notes to the unaudited consolidated financial statements.
| 2 |
TEVOGEN INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ 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 | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||||||||||||||
| Issuance of common stock in settlement of vested restricted stock units | - | - | - | ( |
) | |||||||||||||||||||||||||||||||||||||||
| Issuance of shares under the sales agreement, net of issuance costs | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||||||||||||||
| Issuance of common stock in settlement of vested restricted stock units | - | - | - | ( |
) | |||||||||||||||||||||||||||||||||||||||
| Loan agreement interest settled in stock | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Issuance of pre-funded warrants, net of issuance costs | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Issuance of shares under the sales agreement, net of issuance costs | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||||||||||||||
| Series A Preferred Stock |
Series B |
Series C |
Common Stock |
Additional |
Accumulated |
Total |
||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||||||||||||||
| Balance at January 1, 2025 | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||||||||||||||
| Issuance of common stock in settlement of vested restricted stock units | - | - | - | ( |
) | |||||||||||||||||||||||||||||||||||||||
| Loan Agreement interest settled in stock | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Capital contribution | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||||||||||||||
| Issuance of common stock in settlement of vested restricted stock units | — | — | — | ( |
) | |||||||||||||||||||||||||||||||||||||||
| Capital contribution | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||
See accompanying notes to the unaudited consolidated financial statements.
| 3 |
TEVOGEN INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( |
) | $ | ( |
) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation expense | ||||||||
| Stock-based compensation expense | ||||||||
| Change in fair value of warrants | ( |
) | ||||||
| Amortization of right-of-use asset | ||||||||
| Change in operating assets and liabilities: | ||||||||
| Prepaid expenses and other assets | ( |
) | ||||||
| Other assets | ||||||||
| Accounts payable | ( |
) | ( |
) | ||||
| Accrued expenses and other liabilities | ( |
) | ( |
) | ||||
| Operating lease liabilities | ( |
) | ( |
) | ||||
| Net cash used in operating activities | ( |
) | ( |
) | ||||
| Cash flows from investing activities: | ||||||||
| Net cash used in investing activities | ||||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from loan agreement | ||||||||
| Proceeds from pre-funded warrants, net of offering costs | ||||||||
| Proceeds from issuance of shares under the sales agreement, net of offering costs | ||||||||
| Capital contribution | ||||||||
| Net cash provided by financing activities | ||||||||
| Net increase (decrease) in cash | ( |
) | ||||||
| Cash - beginning of period | ||||||||
| Cash - end of period | $ | $ | ||||||
| Supplementary disclosure of noncash investing and financing activities: | ||||||||
| Issuance of shares in connection with the loan agreement | ||||||||
| Deferred offering cost amortization | ||||||||
| Receivables from issuance of shares under the sales agreement | ||||||||
| Right-of-use assets obtained in exchange for operating lease liabilities | ||||||||
See accompanying notes to the unaudited consolidated financial statements.
| 4 |
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, ExacTcellTM, 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
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 $
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.
| 5 |
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.
| 6 |
The
Company recorded a loss and a gain on change in fair value of derivative warrant liabilities of $
|
Derivative warrant liabilities |
||||
| Balance at January 1, 2025 | $ | |||
| Change in fair value | ||||
| Balance at June 30, 2025 | $ | |||
| Balance at January 1, 2026 | $ | |||
| Change in fair value | ( |
) | ||
| Balance at June 30, 2026 | $ | |||
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 | 3 | $ | $ | $ | ||||||||||||
The
Company used a Monte Carlo simulation (“MCS”) valuation methodology to determine the fair value of the freestanding $
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.
| 7 |
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 | $ | $ | ||||||
| Other | ||||||||
| Total | $ | $ | ||||||
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 $
The
Loan Agreement includes a purchase option whereby the Patel Family has the option to purchase up to $ of shares of common stock
at a purchase price equal to % of the Trailing VWAP per share (the “$ million Purchase Option”). The $ million Purchase
Option only becomes exercisable once Trailing VWAP reaches $ per share. The $
The Loan Agreement also includes a purchase option (the “Additional Amount Purchase Option”) that is identical to the $ 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 $ 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
$
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 shares of common stock issued to the Patel Family as well
as the issuance date fair value of the $
| 8 |
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 $
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 shares of common stock. During the year ended December 31, 2025, the number of shares authorized under the 2024 Plan was increased to . 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 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 $ million and $ million, respectively.
On June 27, 2025, the Company issued an aggregate of shares of Restricted Stock under the 2024 Plan to the Company’s executive officers, including a grant of 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 $ per share, equivalent to the Company’s stock price on the grant date, resulting in a total grant date fair value of $. 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.
| 9 |
Restricted Stock and RSU activity was as follows:
| Service-Based Restricted Stock and RSUs | ||||||||
| Shares |
Weighted average value |
|||||||
| Nonvested as of January 1, 2026 | $ | |||||||
| Granted | ||||||||
| Vested | ( |
) | ||||||
| Forfeited | ||||||||
| Nonvested as of June 30, 2026 | $ | |||||||
| Service-Based Restricted Stock and RSUs | ||||||||
| Shares |
Weighted average value |
|||||||
| Nonvested as of January 1, 2025 | $ | |||||||
| Granted | ||||||||
| Vested | ( |
) | ||||||
| Forfeited | ||||||||
| Nonvested as of June 30, 2025 | $ | |||||||
| Performance-Based RSUs | ||||||||
| Shares |
Weighted average value |
|||||||
| Nonvested as of January 1, 2026 | $ | |||||||
| Granted | ||||||||
| Vested | ||||||||
| Forfeited | ||||||||
| Nonvested as of June 30, 2026 | $ | |||||||
| Performance-Based RSUs | ||||||||
| Shares | Weighted average grant-date fair value |
|||||||
| Nonvested as of January 1, 2025 | $ | |||||||
| Granted | ||||||||
| Vested | ( |
) | ||||||
| Forfeited | ||||||||
| Nonvested as of June 30, 2025 | $ | |||||||
There was $ and $ 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 $ 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 years. There was $ and $ of compensation cost related to Performance-Based RSUs during the three and six months ended June 30, 2026. There was $ of unrecognized compensation cost related to Performance-Based RSUs as of June 30, 2026, which will be expensed over a weighted average period of years.
| 10 |
| Three months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Research and development | $ | $ | ||||||
| General and administrative | ||||||||
| Total | $ | $ | ||||||
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Research and development | $ | $ | ||||||
| General and administrative | ||||||||
| Total | $ | $ | ||||||
NOTE 7. STOCKHOLDERS’ DEFICIT
Common Stock
As of June 30, 2026, the Company had 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 | ||||
| Plus: shares to be issued: | ||||
| Vested RSUs not yet legally settled into common stock (a) | ||||
| Pre-funded warrants not yet legally settled into common stock (b) | ||||
| Less: Shares subject to future vesting: | ||||
| Issuance of restricted common stock subject to forfeiture (c) | ( |
) | ||
| Total shares, net | ||||
| (a) | |
| (b) | |
| (c) |
Pre-funded Warrants
On
May 15, 2026, the Company closed the sale of the Pre-funded Warrants to purchase up to
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.
As
of June 30, 2026, none of the Pre-funded Warrants had been exercised. As of June 30, 2026, there are
Public Warrants
As
of June 30, 2026, there are
Private Placement Warrants
As
of June 30, 2026, there are
See Note 3 for additional information on the Company’s warrant accounting policy.
| Three months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net loss | $ | ( |
) | $ | ( |
) | ||
| Series A preferred stock cumulative dividend | ( |
) | ( |
) | ||||
| Series C preferred stock cumulative dividend | ( |
) | ( |
) | ||||
| Net loss attributable to common stockholders | $ | ( |
) | $ | ( |
) | ||
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net loss | $ | ( |
) | $ | ( |
) | ||
| Series A preferred stock cumulative dividend | ( |
) | ( |
) | ||||
| Series C preferred stock cumulative dividend | ( |
) | ( |
) | ||||
| Net loss attributable to common stockholders | $ | ( |
) | $ | ( |
) | ||
As of June 30, 2026, there are
| 11 |
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Outstanding RSUs (a) | ||||||||
| Restricted Stock | ||||||||
| Warrants | ||||||||
| Earnout Shares | ||||||||
| Total | ||||||||
| (a) |
The above table excludes any potentially anti-dilutive shares as a result of the $ million Purchase Option and the Additional Amount Purchase Option (see Note 5). These are excluded as the number of shares issuable cannot be determined until the conditions for issuance are met and the share prices are known upon exercise.
NOTE 9. RELATED PARTY TRANSACTIONS
Transactions with Sponsor
Pursuant to the Merger Agreement, the Company incurred fees to the Sponsor for advisory services (the “Sponsor Advisory Service Fee”). The Sponsor Advisory Service Fee payable is presented on the unaudited consolidated balance sheets under the line item “Due to related party.”
As
of June 30, 2026, the Sponsor owes the Company $
Loan Agreement
See Note 5 for additional information on the Loan Agreement with the Patel Family, which provides for a Facility for term loans.
Consulting Agreement
In December 2024, the Company contracted with Dr. Manmohan Patel to provide advisory services to the Company in support of the Company’s manufacturing development, including but not limited to identifying and developing real estate, establishing quality management processes, attracting and hiring an executive to lead operations, providing medical advice, and addressing government affairs and regulatory matters. In exchange for his consultation services, Dr. Patel was granted RSUs, of which vested immediately and RSUs vested in each of January 2025 and February 2025, with an aggregate grant date fair value of $.
KRHP
In
January 2025, the Company received a grant of $
Pre-funded Warrants
On
May 15, 2026, the Company closed the sale of the Pre-funded Warrants to the Patel Family for an aggregate purchase price of approximately
$
| 12 |
NOTE 10. SEGMENT REPORTING
The
Company operates in
The accounting policies for the Company’s single operating segment are the same as those described in the summary of significant accounting policies. The Company’s single operating segment incurs expenses from the development of TVGN 489, which is developed by the Company’s research and development department, designed to target various disease indications. The Company has not yet generated revenue in its operating history.
For the segment, the chief operating decision maker uses net loss, which is reported on the unaudited consolidated statements of operations as consolidated net loss, to allocate resources (including employees, property, and financial resources), predominantly during the annual budget and forecasting process. The chief operating decision maker also uses consolidated net loss, along with non-financial inputs and qualitative information, to evaluate the Company’s performance, establish compensation, monitor budget versus actual results, and decide the level of investment in the Company’s various research activities. The measure of segment assets is reported on the unaudited consolidated balance sheet as total consolidated assets.
NOTE 11. SUBSEQUENT EVENTS
On
July 10, 2026 and July 21, 2026, the Company issued an aggregate of shares
of Restricted Stock under the 2024 Plan to the Company’s executive officers and other key employees and consultants, including
a grant of 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 July 10, 2033 and the shares of Restricted Stock granted to each other grantee will vest in three equal installments on
the earlier of each of (i) the first anniversary of the grant date and the Issuer having aggregate revenue of $
| 13 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q (this “Report”). This discussion and other parts of this Report contain forward-looking statements that involve risk and uncertainties, such as statements of our plans, objectives, expectations and intentions. As a result of many factors, including those factors set forth in the “Risk Factors” section of this Report and our Annual Report on Form 10-K for the year ended December 31, 2025, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
References to the “Company,” “we,” “us,” and “our” in this section generally refer to Tevogen Bio Inc before the Business Combination and to Tevogen Inc. and its subsidiary collectively from and after the Business Combination, unless the context otherwise requires.
Overview
We are a healthcare company focused on addressing unmet needs across biotechnology, technology, and healthcare services. Our business includes Tevogen Bio, our biotechnology initiative focused on developing off-the-shelf cellular immunotherapies, and Tevogen.AI, our initiative leveraging artificial intelligence and advanced data analytics to advance precision medicine. We also recently established Tevogen Healthcare Services, a healthcare services initiative intended to support longer-term efforts to improve healthcare affordability, accessibility, and efficiency.
Through Tevogen Bio, we are harnessing one of nature’s most powerful immunological weapons, CD8+ CTLs, to develop off-the-shelf, precision T cell therapies for the treatment of infectious diseases, cancers, and other disorders, with the aim of addressing the significant unmet needs of large patient populations and improving the affordability and accessibility of life-saving medicines. We believe the full potential of T cell therapies remains largely untapped, and aspire to be the first biotechnology company offering commercially attractive, economically viable, and cost-effective personalized T cell therapies.
We believe our allogeneic, precision T cell technology, ExacTcell, has the potential to mainstream cell therapy with a new class of off-the-shelf T cell therapies with diverse applications across virology, oncology, and other areas. ExacTcell is a set of processes and methodologies to develop, enrich, and expand single human leukocyte antigen (HLA) restricted CTL therapies with proactively selected, precisely defined targets. We are focused on using ExacTcell to develop therapeutics that are intended to be infused in patients other than the original donor. ExacTcell is designed to maximize the immunologic specificity of our products in order to eliminate malignant and virally infected cells while allowing healthy cells to remain intact.
The first clinical product of ExacTcell, TVGN 489, is initially being developed to fill a critical gap in COVID-19 therapeutics for the immunocompromised and the high-risk elderly, with potential applications in both treatment and prevention of chronic, lingering symptoms of the disease (“Long COVID”). We have completed a Phase 1 proof-of-concept clinical trial of TVGN 489 for the treatment of ambulatory, high-risk adult COVID-19 patients. No dose-limiting toxicities or significant treatment-related adverse events were observed in the treatment arm of the trial. Secondary endpoints showing a rapid reduction of viral load and that infusion of TVGN 489 did not prevent development of the patients’ own T cell-related (cellular) or antibody-related (humoral) anti-COVID-19 immunity were also met. None of the patients who participated in the trial reported progression of infection, reinfection, or the development of Long COVID during the six-month follow-up period.
Through Tevogen.AI, we are focused on harnessing the potential of AI to transform drug development by accelerating target detection, reducing failure rates, and supporting optimized clinical trial design through proprietary predictive technologies. Our current artificial intelligence technologies are PredicTcell™, which applies machine learning to analyze and understand immunologically active peptides, and AdapTcell™, which enables in-silico experimentation to inform genetics and proteomics while building a high-resolution map of HLA specificity.
Tevogen Healthcare Services is an emerging initiative and remains at an early stage of development.
Our commercial success depends in part on our ability to obtain and maintain patent and other protection for our products and methods, preserve the confidentiality of our trade secrets, operate without infringing, misappropriating, or otherwise violating the valid, enforceable proprietary rights of others, and prevent others from infringing, misappropriating, or otherwise violating our proprietary rights. We rely on a combination of patents, patent applications, trademarks, and trade secrets to establish and protect our intellectual property rights. Our ability to stop third parties from making, using, selling, offering to sell, or importing our products without the right to do so may depend on the extent to which we have rights under valid and enforceable patents, trademarks or trade secrets that cover these activities.
| 14 |
We 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 21 ex-U.S. patent applications, including applications in Australia, Canada, Europe, Japan, Qatar, and the United Arab Emirates, 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.
In the United States, our three issued utility patents, all of which will expire on December 9, 2040, are U.S. Patent No. 11,191,827 covering methods of treating COVID-19 infection using COVID-19 peptide specific CTLs; U.S. Patent No. 11,207,401 covering COVID-19 peptide-specific CTLs; and U.S. Patent No. 11,219,684 covering methods of manufacturing COVID-19 peptide specific CTLs. A pending utility patent application in the United States directed at viral specific T cells and methods of treating and preventing viral infections has an anticipated expiration of December 9, 2041. In addition, we own a trademark registration at the United States Patent and Trademark Office for “Tevogen Bio” (and design) and have pending trademark applications for “AdapTcell,” “ExacTcell,” “PredicTcell,” and “Tevogen AI” with the United States Patent and Trademark Office.
We determine strategy for claim scope for our patent applications on a case-by-case basis, taking into account advice of counsel and our business model and needs. We file patents containing claims for protection of useful applications of our proprietary technologies and any product candidates, including new applications or uses we discover for existing technologies and product candidates, based on our assessment of their strategic value. We continuously reassess the number and type of patent applications, as well as our pending and issued patent claims, to ensure maximum coverage and value are obtained for our processes and compositions, given existing patent office rules and regulations.
As our patents were developed internally, historical expenditures related to their development were all expensed as incurred per GAAP. We believe these patents have significant value as the basis of our product pipeline. Our continued investment in our pipeline highlights our belief in future commercial viability of these products.
Since commencing operations in June 2020, we have devoted substantially all our efforts and financial resources to establishing corporate governance, 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 preclinical 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, 2026 and 2025 was $5.8 million and $5.5 million, respectively. Our net loss for the six months ended June 30, 2026 and 2025 was $11.2 million and $15.9 million, respectively. Net loss for the three and six months ended June 30, 2026 was primarily attributable to non-cash, stock-based compensation expense, salaries and outside services. As of June 30, 2026, we had cash of $1.1 million.
In January 2025, we received a grant of $2.0 million from KRHP, to further our development of off-the-shelf, genetically unmodified precision T cell therapeutics to treat infectious diseases and cancers. In August 2025, 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 $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 Chairperson and Chief Executive Officer.
On July 3, 2025, we entered into the Sales Agreement with the Agent, pursuant to which we may issue and sell from time to time up to $50,000,000 of common stock through the Agent as our sales agent. Sales of our common stock through the Agent may 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 pursuant to our effective shelf registration statement on Form S-3 (File No. 333-288218) filed on June 20, 2025 with the SEC and declared effective on June 26, 2025, the base prospectus filed as part of such registration statement, and the prospectus supplement dated July 3, 2025.
| 15 |
On March 3, 2026, we filed a Certificate of Amendment to our Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, which was effective as of March 6, 2026 (the “Effective Date”). The common stock began trading on Nasdaq on a post-split basis at the open of business on the Effective Date.
On May 11, 2026, we entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the Patel Family pursuant to which we sold the Patel Family the Pre-funded Warrants for an aggregate purchase price of approximately $3.0 million in a private investment in public equity transaction (the “PIPE”). Pursuant to the terms of the Securities Purchase Agreement, the Pre-funded Warrants are exercisable at any time following issuance until exercised in full and may be exercised for cash or, subject to the terms of the Pre-funded Warrants, on a cashless basis. The exercise price of each Pre-funded Warrant is $0.0001 per share, payable upon exercise. The closing of the PIPE occurred on May 15, 2026.
Based on cash on hand as of June 30, 2026 of approximately $1.1 million, combined with the amounts available under our Loan Agreement, and the $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.
Effective July 30, 2026, we changed our name from Tevogen Bio Holdings Inc. to Tevogen Inc.
We do not expect to generate product revenue unless and until we obtain marketing approval or other authorization for and successfully commercialize TVGN 489 or another product candidate. We expect to incur expenses related to expanding our research and development capability, building our manufacturing infrastructure including through acquisitions, and developing our commercialization organization, including reimbursement, marketing, managed market, and distribution functions, and training and deploying a specialty medical science liaison team.
Components of our Results of Operations
Revenue
To date, we have not generated any revenue, and we do not expect to generate any revenue from the sale of products unless and until we obtain marketing approval or other authorization for and commercialize TVGN 489 or another product candidate.
Operating Expenses
Research and Development Expenses
Research and development expenses consist primarily of costs incurred for our research activities, including staffing, discovery efforts, preclinical studies, and clinical development of TVGN 489, and preclinical studies of other product candidates, and include:
| ● | acquisition of supplies and equipment and leasing lab spaces; | |
| ● | expenses incurred to conduct the necessary preclinical studies required by the U.S. Food and Drug Administration to obtain the regulatory approval necessary to conduct TVGN 489 clinical trials; | |
| ● | salaries, benefits, and other related costs for personnel engaged in research and development functions; | |
| ● | costs of funding research performed by third parties, including pursuant to agreements with contract research organizations (“CROs”), and investigative site costs to conduct our preclinical studies and clinical trials; | |
| ● | manufacturing costs, including expenses incurred under agreements with contract manufacturing organizations (“CMOs”), including manufacturing scale-up expenses, and the cost of acquiring and manufacturing preclinical study and clinical trial materials; | |
| ● | costs of outside consultants, including their fees, stock-based compensation, and related travel expenses; | |
| ● | costs of laboratory supplies and acquiring materials for preclinical studies and clinical trials; and | |
| ● | facility-related expenses, which include direct depreciation costs of equipment and expenses for rent and maintenance of facilities and other operating costs. |
| 16 |
Research and development activities are central to the biotechnology business model. Product candidates in later stages of clinical development generally have higher development costs than those in earlier stages, primarily due to the increased study sizes, which also leads generally to longer patient enrollment times in later-stage clinical trials. We expect our research and development expenses to increase significantly over the next several years as we increase manufacturing, shipping, and storage of clinical batches required for clinical trials, incur increased personnel costs, including stock-based compensation, conduct planned clinical trials for TVGN 489 and other clinical and preclinical activities for other product candidates, and prepare regulatory filings for any of our product candidates.
The successful development of our current or future product candidates is highly uncertain. At this time, we cannot reasonably estimate or know the nature, timing, and costs of the efforts that will be necessary to complete the development of any product candidates. The success of TVGN 489 and our other product candidates will depend on several factors, including the following:
| ● | with respect to products other than TVGN 489, successfully completing preclinical studies; |
| ● | successfully initiating future clinical trials; |
| ● | successfully enrolling patients in and completing clinical trials; |
| ● | applying for and receiving marketing approvals from applicable regulatory authorities; |
| ● | obtaining and maintaining intellectual property protection and regulatory exclusivity for TVGN 489 and any other product candidates we are developing or may develop in the future and enforcing, defending, and protecting these rights; |
| ● | making arrangements with third-party manufacturers, or establishing adequate commercial manufacturing capabilities; |
| ● | establishing sales, marketing, and distribution capabilities and launching sales of our products, if and when approved, whether alone or in collaboration with others; |
| ● | market adoption of TVGN 489 and any other product candidates, if and when approved, by patients and the medical community; |
| ● | competing effectively with potential therapeutic alternatives in our target disease areas; and |
| ● | adequate reimbursement by private and public payors including health technology appraisal entities in non-U.S. countries. |
A change in the outcome of any of these variables concerning the development, manufacturing, or commercialization activities of a product candidate could result in a significant change in the costs and timing associated with the development of that product candidate. For example, if we are required to conduct additional clinical trials or other testing of our product candidates beyond those that we currently contemplate, if we are unable to successfully complete clinical trials of our product candidates or other testing, if the results of these trials or tests are not positive or are only modestly positive, if there are safety concerns, or if we determine that the observed safety or efficacy profile would not be competitive in the marketplace, we could be required to expend significant additional financial resources and time on the completion of clinical development. We anticipate that product commercialization may take several years, and we expect to spend a significant amount in development costs.
| 17 |
General and Administrative Expenses
General and administrative expenses primarily consist of personnel expenses, which include salaries, benefits, and stock-based long-term incentive compensation for employees. These expenses also encompass corporate facility costs such as rent, utilities, depreciation, and maintenance, as well as costs not classified under research and development expenses. Legal fees pertaining to intellectual property and corporate matters, as well as fees for accounting and consulting services, are also included in general and administrative expenses.
We expect that our general and administrative expenses will increase in the future to support our continued research and development activities, potential commercialization efforts, and increased costs of operating as a public company. These increases will likely include increased costs related to the hiring of additional personnel and fees to outside consultants, lawyers, accountants, and recruitment firms, among other expenses. Increased costs associated with being a public company also include expenses related to services associated with maintaining compliance with SEC and Nasdaq requirements, insurance, and investor relations costs. If any of our current or future product candidates obtains marketing approval, we expect that we would incur significantly increased expenses associated with sales and marketing efforts.
Interest Expense, Net
Interest expense, net consists primarily of interest on our former convertible promissory notes and Loan Agreement, partially offset by interest earned on bank deposits. (See “-Liquidity and Capital Resources-Sources of Liquidity” below.)
Change in Fair Value of Warrants
As the result of the Merger, we account for the warrants originally sold as part of Semper Paratus’s initial public offering (the “IPO”) in accordance with ASC 815, Derivatives and Hedging Contracts in Entity’s Own Equity (“ASC 815”) and ASC 480, Distinguishing Liabilities from Equity (“ASC 480”). The assessment considers whether the warrants are freestanding financial instruments and 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 our own shares of common stock, among other conditions. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter until settlement. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the unaudited consolidated statements of operations. Under these standards, our private placement warrants sold at the time of the IPO do not meet the criteria for equity classification and must be recorded as liabilities while the public warrants sold in connection with the IPO do meet the criteria for equity classification and must be recorded as equity.
Income Tax Provision
Since inception, we have incurred significant net losses. 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.
Our utilization of our net operating loss carryforwards may be subject to a substantial annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, respectively, as well as similar state provisions.
| 18 |
Results of Operations
Comparison of the three months ended June 30, 2026 and 2025
The following table summarizes our results of operations for the three months ended June 30, 2026 and 2025:
| Three months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Operating expenses: | ||||||||
| Research and development | $ | 3,282,557 | $ | 2,699,991 | ||||
| General and administrative | 2,379,819 | 2,744,545 | ||||||
| Total operating expenses | 5,662,376 | 5,444,536 | ||||||
| Loss from operations | (5,662,376 | ) | (5,444,536 | ) | ||||
| Interest expense, net | (98,387 | ) | (38,033 | ) | ||||
| Change in fair value of warrants | (1,177 | ) | (21,410 | ) | ||||
| Net loss | $ | (5,761,940 | ) | $ | (5,503,979 | ) | ||
Research and Development Expenses
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 three months ended June 30, 2026 and 2025:
| Three months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Personnel costs | $ | 619,677 | $ | 525,108 | ||||
| Stock-based compensation | 2,136,272 | 1,720,666 | ||||||
| Other clinical and preclinical development expenses | 305,692 | 208,727 | ||||||
| Facilities and other expenses | 220,916 | 245,490 | ||||||
| Total research and development expenses | $ | 3,282,557 | $ | 2,699,991 | ||||
Research and development expenses for the three months ended June 30, 2026 were $3.3 million, compared to $2.7 million for the three months ended June 30, 2025. The increase was primarily attributable to an increase in non-cash stock-based compensation expense.
General and Administrative Expenses
The following table summarizes our general and administrative expenses for the three months ended June 30, 2026 and 2025:
| Three months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Personnel costs | $ | 482,063 | $ | 330,763 | ||||
| Stock-based compensation | 1,152,352 | 1,518,667 | ||||||
| Legal and professional fees | 626,822 | 824,536 | ||||||
| Facilities and other expenses | 118,582 | 70,579 | ||||||
| Total general and administrative expenses | $ | 2,379,819 | $ | 2,744,545 | ||||
General and administrative expenses for the three months ended June 30, 2026 were $2.4 million compared to $2.7 million for the three months ended June 30, 2025. The decrease was primarily attributable to lower legal and professional fees and non-cash stock-based compensation expense, partially offset by higher personnel costs.
| 19 |
Interest Expense, Net
We recognized $98,387 in interest expense for the three months ended June 30, 2026 compared to $38,033 for the three months ended June 30, 2025. The increase was attributable primarily to the outstanding balance on the Facility.
Change in Fair Value of Warrants
We recognized a loss on change in fair value of derivative warrant liabilities of $1,177 during the three months ended June 30, 2026 and a loss of $21,410 during the three months ended June 30, 2025. The change in value during these periods was largely attributable to the changes in the price of underlying common stock and risk-free rates and decreases to the time until expiration of the warrants.
Comparison of the six months ended June 30, 2026 and 2025
The following table summarizes our results of operations for the six months ended June 30, 2026 and 2025:
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Operating expenses: | ||||||||
| Research and development | $ | 6,417,367 | $ | 5,895,059 | ||||
| General and administrative | 4,645,929 | 9,905,824 | ||||||
| Total operating expenses | 11,063,296 | 15,800,883 | ||||||
| Loss from operations | (11,063,296 | ) | (15,800,883 | ) | ||||
| Interest expense, net | (169,553 | ) | (62,604 | ) | ||||
| Change in fair value of warrants | 24,654 | (7,553 | ) | |||||
| Net loss | $ | (11,208,195 | ) | $ | (15,871,040 | ) | ||
Research and Development Expenses
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, 2026 and 2025:
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Personnel costs | $ | 1,286,077 | $ | 1,284,504 | ||||
| Stock-based compensation | 4,021,590 | 3,547,013 | ||||||
| Other clinical and preclinical development expenses | 674,416 | 573,378 | ||||||
| Facilities and other expenses | 435,284 | 490,164 | ||||||
| Total research and development expenses | $ | 6,417,367 | $ | 5,895,059 | ||||
Research and development expenses for the six months ended June 30, 2026 were $6.4 million, compared to $5.9 million for the six months ended June 30, 2025. The increase was primarily attributable to higher non-cash stock-based compensation expense.
General and Administrative Expenses
The following table summarizes our general and administrative expenses for the six months ended June 30, 2026 and 2025:
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Personnel costs | $ | 939,435 | $ | 891,675 | ||||
| Stock-based compensation | 2,116,626 | 6,985,020 | ||||||
| Legal and professional fees | 1,370,241 | 1,851,787 | ||||||
| Facilities and other expenses | 219,627 | 177,342 | ||||||
| Total general and administrative expenses | $ | 4,645,929 | $ | 9,905,824 | ||||
General and administrative expenses for the six months ended June 30, 2026 were $4.6 million compared to $9.9 million for the six months ended June 30, 2025. The decrease was primarily attributable to lower legal and professional fees and non-cash stock-based compensation expense.
| 20 |
Interest Expense, Net
We recognized $169,553 in interest expense for the six months ended June 30, 2026 compared to $62,604 for the six months ended June 30, 2025. The increase was attributable primarily to the outstanding balance on the Facility.
Change in Fair Value of Warrants
We recognized a gain on change in fair value of derivative warrant liabilities of $24,654 during the six months ended June 30, 2026 and a loss of $7,553 during the six months ended June 30, 2025. The change in value during these periods was largely attributable to the changes in the price of underlying common stock and risk-free rates and decreases to the time until expiration of the warrants.
Non-GAAP Presentation of Loss from Operations
Since inception, we have incurred substantial operating losses, primarily driven by non-cash stock-based compensation expense, which does not directly impact our cash position or operating liquidity. Other significant contributors to our operating losses have included legal and professional fees, clinical and preclinical development expenses, other personnel expenses, and facilities expenses.
To enhance investors’ understanding of our historical results, we present below adjusted loss from operations, which is a non-GAAP measure that we define as loss from operations, calculated in accordance with GAAP, adjusted to exclude stock-based compensation expense. We believe adjusted loss from operations provides additional insight into the underlying capital efficiency of our business and helps investors evaluate our long-term operating performance by illustrating that a significant portion of our reported losses represents equity-based compensation expense rather than cash expenditures. Stock-based compensation is a key element of our employee and executive compensation and retention strategy and will continue to impact our reported GAAP results in future periods.
This non-GAAP measure should not be considered in isolation or as a substitute for GAAP financial information and may not be directly comparable to similarly titled measures reported by other companies. Investors are encouraged to review the reconciliations provided below together with our GAAP results included in the unaudited consolidated financial statements and the notes thereto appearing elsewhere in this Report.
A reconciliation of loss from operations to adjusted loss from operations is set forth below.
| Three months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Loss from operations | $ | (5,662,376 | ) | $ | (5,444,536 | ) | ||
| Adjustment: Stock-based compensation | 3,288,624 | 3,239,333 | ||||||
| Adjusted loss from operations | $ | (2,373,752 | ) | $ | (2,205,203 | ) | ||
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Loss from operations | $ | (11,063,296 | ) | $ | (15,800,883 | ) | ||
| Adjustment: Stock-based compensation | 6,138,216 | 10,532,034 | ||||||
| Adjusted loss from operations | $ | (4,925,080 | ) | $ | (5,268,849 | ) | ||
Liquidity and Capital Resources
Sources of Liquidity
As of June 30, 2026 we had $1.1 million in cash, as compared to $0.6 million in cash as of December 31, 2025. 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 from sales of common stock 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 June 30, 2026, we had drawn $6.4 million, with a remaining $11.0 million available for future financing. 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 June 2025, we received a capital contribution of $0.5 million from Dr. Ryan Saadi, our Chairperson and Chief Executive Officer. In addition, in May 2026, we raised gross proceeds of $3.0 million from the sale of pre-funded warrants to purchase shares of common stock, as described below.
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On 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 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 Agreement. 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.
As of August 10, 2026, we have sold an aggregate of approximately 319,000 shares of common stock under the Sales Agreement at a weighted average price per share of $19.96 on a post-Reverse Stock Split basis, resulting in gross proceeds of approximately $6.4 million. After deducting total expenses of approximately $176,000, including commission to the Agent of approximately $160,000, net proceeds to us were approximately $6.2 million.
On May 11, 2026, we entered into the Securities Purchase Agreement with the Patel Family pursuant to which we sold the Patel Family the Pre-funded Warrants, which are exercisable for 375,000 shares of our common stock for an aggregate purchase price of approximately $3.0 million in the PIPE. Pursuant to the terms of the Securities Purchase Agreement, the Pre-funded Warrants are exercisable at any time following issuance until exercised in full and may be exercised for cash or, subject to the terms of the Pre-funded Warrants, on a cashless basis. The exercise price of each Pre-funded Warrant is $0.0001 per share, payable upon exercise. The closing of the PIPE occurred on May 15, 2026.
Cash Flows
The following table summarizes our cash flows for the six months ended June 30, 2026 and 2025:
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash provided by (used in) | ||||||||
| Operating activities | $ | (5,739,172 | ) | $ | (6,497,766 | ) | ||
| Investing activities | - | - | ||||||
| Financing activities | 6,268,955 | 5,900,000 | ||||||
| Net change in cash | $ | 529,783 | $ | (597,766 | ) | |||
Cash Flows from Operating Activities
During the six months ended June 30, 2026, we used $5.7 million of net cash in operating activities. Cash used in operating activities reflected our net loss of $11.2 million offset by 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.
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 $15.9 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.
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Cash Flows from Investing Activities
During the six months ended June 30, 2026 and 2025, we did not have any cash flows from investing activities.
Cash Flows from Financing Activities
During the six months ended June 30, 2026, we received $6.3 million of net cash from financing activities attributable to $3.0 million in proceeds from pre-funded warrants, net of offering costs, $2.0 million in draws on the Loan Agreement and $1.3 million in proceeds pursuant to the Sales Agreement, net of offering costs.
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.
Funding Requirements
Our primary sources of funds to meet our near-term liquidity and capital requirements include cash on hand, our access to an unsecured line of credit (limited to a $1.0 million monthly draw) under the Loan Agreement described below, potential future sales of common stock under the Sales Agreement, and the $7.0 million of grant funding that KRHP has committed to provide to be used towards our ongoing operational expenses. On February 14, 2024, we entered into a securities purchase agreement with an investor pursuant to which the investor 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 investor 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 an investor pursuant to which the investor purchased shares of our Series C Preferred Stock for an aggregate purchase price of $6.0 million.
On June 6, 2024, we entered into the Loan Agreement, pursuant to which the Patel Family agreed to provide to us up to an initial amount of $36.0 million under the Facility. The Patel Family is also the investor in our Series A, Series A-1, and Series C Preferred Stock. The Facility permits us to borrow up to $1.0 million monthly in a single monthly draw over a period of up to three years. Draws accrue interest at a fixed annual rate of the lower of (i) the daily secured overnight financing rate, measured on the date we receive the draw (the “Deposit Date”), plus 2.00% and (ii) 7.00%, accruing quarterly beginning on the Deposit Date and payable quarterly beginning on the three-month anniversary of the Deposit Date. Interest will be payable in shares of common stock with an effective purchase price of $75.00 per share, and each draw will mature 48 months after the Deposit Date. Prepayment will be permitted without penalty. We may repay or prepay any amount of outstanding principal balance under the Facility at our election in cash or in shares of common stock with an effective purchase price of the greater of $75.00 per share and the Trailing VWAP as of the trading day prior to payment, subject to certain requirements related to resale registration. There is no assurance as to the amount of proceeds we will ultimately receive under the Loan Agreement. As of June 30, 2026, we had drawn $6.4 million with a remaining $11.0 million available for future draws.
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On 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. See “—Liquidity and Capital Resources—Sources of Liquidity” above for more information on amounts sold under the Sales Agreement.
We expect to devote considerable financial resources to our ongoing and planned activities, particularly as we conduct our planned clinical trials of TVGN 489 and other product candidates.
Identifying potential product candidates and conducting preclinical testing and clinical trials is a time-consuming, expensive, and uncertain process that takes years to complete, and we may never generate the necessary data or results required to obtain marketing approval and achieve product sales. In addition, our product candidates, if approved, may not achieve commercial success.
We expect our expenses to increase in connection with our ongoing activities, particularly as we advance our preclinical studies and clinical trials. In addition, if we obtain marketing approval for TVGN 489 in any indication or for any other product candidate we are developing or develop in the future, we expect to incur commercialization expenses related to product manufacturing, sales, marketing, and distribution. Furthermore, we expect to continue to incur increased costs associated with operating as a public company. Accordingly, we will need additional funding to fully implement our business plans.
Our future capital requirements will depend on many factors, including:
| ● | the progress, costs, and results of our planned clinical trials of TVGN 489 and other planned and future clinical trials; |
| ● | the scope, progress, costs, and results of our preclinical testing and clinical trials of TVGN 489 for additional combinations, targets, and indications; |
| ● | the number of and development requirements for additional indications for TVGN 489 or for any other product candidates; |
| ● | our ability to scale up our manufacturing processes and capabilities to support clinical trials of TVGN 489 and other product candidates we are developing and may develop in the future; |
| ● | the costs, timing, and outcome of regulatory review of TVGN 489 and other product candidates we are developing and may develop in the future; |
| ● | potential changes in the regulatory environment and enforcement rules; |
| ● | our ability to establish and maintain strategic collaboration, licensing, or other arrangements and the financial terms of such arrangements; |
| ● | the costs and timing of future commercialization activities, including product manufacturing, sales, marketing, and distribution, for TVGN 489 and other product candidates we are developing and may develop in the future for which we may receive marketing approval; |
| ● | our ability to obtain and maintain acceptance of any approved products by patients, the medical community, and third-party payors; |
| ● | the amount and timing of revenue, if any, received from commercial sales of TVGN 489 and any other product candidates we are developing or develop in the future for which we receive marketing approval; |
| ● | potential changes in pharmaceutical pricing and reimbursement infrastructure; |
| ● | the availability of raw materials for use in production of our product candidates; and |
| ● | the costs and timing of preparing, filing, and prosecuting patent applications, maintaining and enforcing our intellectual property and proprietary rights, and defending any intellectual property-related claims. |
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As of June 30, 2026, we had cash of approximately $1.1 million. We believe that our cash balance, the $11.0 million available under the Loan Agreement, 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. We do not plan to initiate a clinical trial until additional funding is received.
We regularly evaluate 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. We may not be able to obtain financing on acceptable terms and 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 our stockholders. If we are unable to obtain sufficient funding, we could be required to delay, reduce or eliminate research and development programs, product portfolio expansion, or future commercialization efforts, which could adversely affect our business prospects.
Contractual Obligations and Commitments
We have material cash requirements arising from our contractual obligations, primarily consisting of operating lease commitments and debt obligations under notes payable and our Loan Agreement.
As of June 30, 2026, our short-term cash requirements (due within the next 12 months) totaled approximately $2.1 million, consisting of:
| ● | approximately $1.7 million related to notes payable, | |
| ● | approximately $0.3 million of operating lease commitments, and | |
| ● | approximately $0.1 million of interest due on draws under our Loan Agreement. |
Our long-term cash requirements (due beyond 12 months) totaled approximately $7.5 million, consisting of:
| ● | approximately $6.4 million related to the Loan Agreement, and | |
| ● | approximately $1.1 million of operating lease commitments. |
We expect to fund these cash requirements through a combination of cash generated from operations and available financing arrangements. We continually evaluate our liquidity position and may seek to refinance or restructure certain obligations as they come due.
The commitment amounts above are associated with contracts that are enforceable and legally binding and that specify all significant terms, including fixed or minimum services to be used, fixed, minimum, or variable price provisions, and the approximate timing of the actions under the contracts. Our contracts with CROs, CMOs, and other third parties for the manufacture of our product candidates and to support preclinical research studies and clinical testing are generally cancelable by us upon prior notice and do not contain any minimum purchase commitments. Payments due upon cancellation consisting only of payments for services provided or expenses incurred, including noncancelable obligations of our service providers, up to the date of cancellation are not included in the table above as the amount and timing of such payments are not known.
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Critical Accounting Policies and Estimates
This discussion and analysis of our financial condition and results of operations is based on our unaudited consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of the unaudited consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, and expenses and the disclosure of contingent assets and liabilities in our unaudited consolidated financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to accrued expenses, the fair value of our common stock, the fair value of our convertible promissory notes, and stock-based compensation. We base our estimates on historical experience, known trends and events, and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, including those factors set out in the “Risk Factors” section and elsewhere of our Annual Report.
Our significant accounting policies are described in more detail in Note 3 to our unaudited financial statements contained in this Report and Note 3 to the audited financial statements included in the Annual Report. We did not identify any material policy changes related to critical accounting policies and estimates from what was previously disclosed in our Annual Report, except as described in Note 3 to our unaudited financial statements contained in this Report.
Recent Accounting Pronouncements
See Note 3 to our unaudited consolidated financial statements found in this Report for a description of recent accounting pronouncements applicable to our financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and are not required to provide the information under this item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Report. Based upon the evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of the end of the period covered by this Report due to the material weakness in our internal control over financial reporting as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Part II - Other Information
Item 1. Legal Proceedings.
In the ordinary conduct of our business, we may be subject from time to time to legal proceedings. We currently have no material legal proceedings pending.
Item 1A. Risk Factors.
An investment in our common stock involves a high degree of risk. You should carefully consider the risks set forth in the “Risk Factors” section of our Annual Report, other information set forth in this Report, and the additional information in the other reports we file with the SEC. If any of the risks contained in those reports occur, our business, results of operations, financial condition, and liquidity could be harmed, the value of our securities could decline, and you could lose all or part of your investment. Except as described below, there have been no material changes in the risk factors set forth in the “Risk Factors” section of our Annual Report.
If we fail to meet Nasdaq’s continued listing requirements, our common stock and our outstanding public warrants to purchase common stock could be delisted.
Our common stock and our public warrants are listed on Nasdaq. We are required to meet specified financial and other requirements in order to maintain such listing, including a requirement that the closing bid price for our common stock remain above $1.00 and that the market value of our common stock is at least $50 million and the market value of publicly held shares of our common stock is at least $15 million.
On April 16, 2026, we received a letter from Nasdaq’s Listing Qualifications Staff (the “Staff”) notifying us that we no longer meet Nasdaq’s $50 million minimum market value for listed securities requirement pursuant to Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Requirement”) for continued listing on the Nasdaq Global Market based on Nasdaq’s review of the market value of the Company’s listed securities for the previous 30 consecutive business days. In addition, on April 17, 2026, we received a letter from the Staff notifying us that we no longer meet Nasdaq’s $15 million minimum market value of publicly held shares requirement under Nasdaq Listing Rules 5450(b)(2)(C) and (3)(C) (the “MVPHS Requirement”, and together with the MVLS Requirement, the “Requirements”) based on Nasdaq’s review of the market value of the Company’s publicly held shares for the previous 30 consecutive business days. The notifications have no immediate effect on the Company’s listing or trading on the Nasdaq Global Market.
Nasdaq has provided us a period of 180 calendar days to regain compliance with each Requirement, or until October 13, 2026 for the MVLS Requirement (the “MVLS Compliance Date”) and October 14, 2026 for the MVPHS Requirement (the “MVPHS Compliance Date” and, together with the MVLS Compliance Date, the “Compliance Dates”). If, at any time before the applicable Compliance Date, our market value of listed securities closes at $50 million or more or our market value of publicly held shares closes at $15 million or more for a minimum of 10 consecutive business days and up to generally not more than 20 consecutive business days, the Staff will provide written notification to us that we have regained compliance with the applicable Requirement.
We intend to actively monitor the market value of our listed securities and publicly held shares. We may evaluate and consider available options for regaining compliance with the Requirements, as well as applying for a transfer to The Nasdaq Capital Market. However, there can be no assurance that we will take any specific action or be able to regain compliance with either Requirement or otherwise maintain compliance with Nasdaq listing rules.
If we fail to regain compliance with the Requirements or to meet other Nasdaq continued listing requirements, Nasdaq may take steps to delist our securities. Such a delisting would likely have a negative effect on the price of our securities and would impair your ability to sell or purchase the securities when you wish to do so. In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our securities to become listed again, stabilize the market price or improve the liquidity of our securities, prevent our securities from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements. Additionally, if our securities are not listed on, or become delisted from, Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of our securities may be more limited than if our securities were quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.
Item 5. Other Information.
Insider Trading Arrangements
During
the three months ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)
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Item 6. Exhibits.
INDEX TO EXHIBITS
| * | Filed herewith. |
| ** | Furnished herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
| Signature | Date | Title | ||
| /s/ Ryan Saadi | August 14, 2026 | Chief Executive Officer and Chairperson of the Board of Directors | ||
| Ryan Saadi | (Principal Executive Officer) | |||
| /s/ Kirti Desai | August 14, 2026 | Chief Financial Officer | ||
| Kirti Desai | (Principal Financial Officer and Principal Accounting Officer) |
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Exhibit 31.1
Rule 13a-14(a) Certification of Chief Executive Officer
I, Ryan Saadi, Chief Executive Officer of Tevogen Inc., certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, of Tevogen Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: August 14, 2026 | |
| /s/ Ryan Saadi | |
| Ryan Saadi | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 31.2
Rule 13a-14(a) Certification of Chief Financial Officer
I, Kirti Desai, Chief Financial Officer of Tevogen Inc., certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, of Tevogen Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: August 14, 2026 | |
| /s/ Kirti Desai | |
| Kirti Desai | |
| Chief Financial Officer | |
| (Principal Financial Officer) |
Exhibit 32.1
Certification pursuant to 18 U.S.C. Section 1350 by the Chief Executive Officer, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Tevogen Inc. (the “Company”), does hereby certify, to such officer’s knowledge, that the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, as filed on the date hereof with the Securities and Exchange Commission (the “Form 10-Q”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: August 14, 2026 | |
| /s/ Ryan Saadi | |
| Ryan Saadi | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 32.2
Certification pursuant to 18 U.S.C. Section 1350 by the Chief Financial Officer, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Tevogen Inc. (the “Company”), does hereby certify, to such officer’s knowledge, that the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, as filed on the date hereof with the Securities and Exchange Commission (the “Form 10-Q”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: August 14, 2026 | |
| /s/ Kirti Desai | |
| Kirti Desai | |
| Chief Financial Officer | |
| (Principal Financial Officer) |