Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

In this Quarterly Report on Form 10-Q (this "Report"), "we," "our," "us," "Tevogen," "the Company" and similar terms refer to Tevogen Bio Holdings Inc. and its subsidiaries collectively unless the context indicates otherwise. All quarterly information in this Management's Discussion and Analysis is unaudited. The following discussion and analysis of our results of operations and our liquidity and capital resources should be read together with our unaudited consolidated financial statements and the related notes appearing elsewhere in this Report and the audited financial information and related notes, as well as the Management's Discussion and Analysis of Financial Condition and Results of Operations and other disclosures, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "Annual Report").

Forward-Looking Statements

This Report contains forward-looking statements intended to be covered by the safe harbor provisions for forward-looking statements in Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We may use words such as "believe," "anticipate," "plan," "expect," "estimate," "intend," "should," "would," "could," "potentially," "will," or "may," or other words or expressions that convey future events, conditions, circumstances, or outcomes to identify these forward-looking statements. Forward-looking statements in this Report include, without limitation, statements regarding:

●	the development of, potential benefits of, and patient access to our product candidates for the treatment of infectious diseases, cancer, and neurological disorders, including TVGN 489 for the treatment of COVID-19 and Long COVID;
●	our ability to develop additional product candidates, including through the use of our ExacTcellTM technology and Tevogen.AI;
●	the anticipated benefits of ExacTcell and Tevogen.AI;
●	our expectations regarding our future clinical trials;
●	our manufacturing plans;
●	our ability to generate revenue in the future;
●	our ability to manage, grow, and diversify our business and execute our business initiatives and strategy;
●	expectations regarding the healthcare and biopharmaceutical industries;
●	the potential liquidity and trading of our securities; and
●	the future business, operations, and financial performance of our Company.

Forward-looking statements are based on our beliefs, assumptions, and expectations of our future performance, taking into account information currently available to us and are not guarantees of future results. A number of important factors could cause actual results to differ materially from the results anticipated by these forward-looking statements, including without limitation risks and uncertainties related to:

●	the outcome of any legal proceedings that may be instituted against us related to the Business Combination;
●	changes in the markets in which we compete, including with respect to its competitive landscape, technology evolution, or regulatory changes;
●	changes in domestic and global general economic conditions;
●	our ability to execute our growth strategies or manage growth and expanding operations;

●	our ability to develop and maintain effective internal controls;
●	we may fail to achieve our commercialization and development plans and identify and realize additional opportunities, which may be affected by, among other things, competition and our ability to grow and manage growth economically and hire and retain key employees;
●	we may fail to keep pace with rapid technological developments to provide new and innovative products and services or make substantial investments in unsuccessful new products and services;
●	risks related to our ability to develop, license, or acquire new therapeutics;
●	our ability to raise capital, which may not be available on acceptable terms, as needed to fully achieve our business plan and meet our obligations on a timely basis;
●	the risk of regulatory lawsuits or proceedings relating to our business;
●	uncertainties inherent in the execution, cost, and completion of pre-clinical studies and clinical trials;
●	risks related to regulatory review and approval and commercial development;
●	risks associated with intellectual property protection;
●	increasing use of AI could lead to liability, violation of data security and privacy laws, or reputational damage;
●	computer systems may fail or suffer security breaches;
●	our limited operating history; and
●	risks related to the failure to satisfy continued listing requirements of Nasdaq, including maintaining a minimum closing bid price of $1.00 per share pursuant to Nasdaq Listing Rule 5450(a)(1).

Forward-looking statements should be considered in light of these factors and the factors described elsewhere in this Report, including in the "Risk Factors" section, in the "Risk Factors" section of our Annual Report, and in our various filings with the SEC. It is important that you read these factors and the other cautionary statements made in this Report as being applicable to all related forward-looking statements wherever they appear in this Report. If any of these factors materialize, or if any underlying assumptions prove incorrect, our actual results, performance, or achievements may differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. You should also read the more detailed description of our business in our Annual Report when considering forward-looking statements. We caution readers not to place undue reliance on any forward-looking statements herein, which speak only as of the date of this Report. We undertake no obligation to publicly update any forward-looking statements, except as required by law.

Overview

We are a clinical-stage specialty immunotherapy company harnessing one of nature's most powerful immunological weapons, 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, with the aim of addressing the significant unmet needs of large patient populations. 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^TM, 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.

In addition, through our Tevogen.AI artificial intelligence initiative, we are 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.

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.

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 thirteen ex-U.S. patent applications, including applications in Australia, Canada, Europe, Japan, Qatar, the United Arab Emirates, and the Patent Cooperation Treaty directed at viral specific T cells, methods of treating and preventing viral infections, methods for developing CD3+CD+ cells against multiple viral epitopes for the treatment of viral infections, and systems for predicting immunologically active peptides with machine learning models, which have anticipated expiration dates through December 16, 2044.

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 registered trademark protection for "Tevogen Bio" (and design), and have applied for registered trademark protection for "ExacTcell" 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 U.S. generally accepted accounting principles ("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.

On February 14, 2024 (the "Closing Date"), pursuant to the agreement and plan of merger dated June 28, 2023 (the "Merger Agreement") by and among Semper Paratus, Semper Merger Sub, Inc., a wholly owned subsidiary of Semper Paratus ("Merger Sub"), SSVK Associates, LLC, Tevogen Bio Inc (n/k/a Tevogen Bio Inc.) ("Tevogen Bio"), and Dr. Ryan Saadi, in his capacity as seller representative, Merger Sub merged with and into Tevogen Bio, with Tevogen Bio being the surviving company and a wholly owned subsidiary of Semper Paratus (the "Merger," and together with the other transactions contemplated by the Merger Agreement, the "Business Combination"), and Semper Paratus was renamed Tevogen Bio Holdings Inc. (the "Closing"). See Note 4 to our unaudited consolidated financial statements in this Report for additional information regarding the net assets acquired through the Merger. The Merger was accounted for as a reverse recapitalization under GAAP because the Company was determined to be the accounting acquirer.

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, developing Tevogen.AI, securing intellectual property rights to our inventions related to our product candidates, ExacTcell, and Tevogen.AI, carrying out drug discovery including pre-clinical studies and our Phase 1 clinical trial of TVGN 489, raising capital, and pursuing the Business Combination.

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

On February 14, 2024, we entered into a securities purchase agreement with The Patel Family, LLP (the "Patel Family") pursuant to which the Patel Family purchased 500 shares of our Series A Preferred Stock for an aggregate purchase price of $2.0 million. On March 27, 2024, we entered into an Amended and Restated Securities Purchase Agreement with the Patel Family pursuant to which we amended and restated the original agreement and the Patel Family agreed to purchase 600 shares of our Series A-1 Preferred Stock for an aggregate purchase price of $6.0 million, of which $3.0 million has been received through November 14, 2025.

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

In January 2025, we received a grant of $2.0 million from KRHP LLC, a New Jersey limited liability company ("KRHP"), to further our development of off-the-shelf, genetically unmodified precision T cell therapeutics to treat infectious diseases and cancers. In August 2025, we received a grant of $1.0 million from KRHP to advance Tevogen.AI. KRHP is affiliated with the Patel Family. KRHP also committed to provide an additional $7.0 million of grant funding to us to be used towards our ongoing operational expenses. In addition, in June 2025, we received a capital contribution of $500,000 from Ryan Saadi, our Chairman and Chief Executive Officer.

As described in more detail in "-Liquidity and Capital Resources-Sources of Liquidity" below, on July 3, 2025, we entered into a Sales Agreement (the "Sales Agreement") with A.G.P./Alliance Global Partners (the "Agent"), pursuant to which we may issue and sell from time to time up to $50,000,000 of shares of Common Stock through the Agent as our sales agent pursuant to our effective shelf registration statement on Form S-3 filed on June 20, 2025, and the prospectus supplement dated July 3, 2025.

Based on cash on hand as of the date of this Report of approximately $1.0 million, amounts received subsequent to September 30, 2025 from the Sales Agreement and KRHP grant, combined with the amounts available under our Loan Agreement, and $7.0 million of additional committed grant funding from KRHP, we have concluded that we have sufficient cash to fund our operations for at least the next 12 months from the issuance date of our unaudited consolidated financial statements.

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, pre-clinical studies, and clinical development of TVGN 489, and pre-clinical studies of other product candidates, and include:

	●	acquisition of supplies and equipment and leasing lab spaces;
	●	expenses incurred to conduct pre-clinical studies, including those required by the U.S. Food and Drug Administration to obtain the regulatory approval necessary to conduct our TVGN 489 clinical trial;
	●	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 pre-clinical 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 pre-clinical 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 pre-clinical 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.

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 over the next several years as we increase manufacturing, shipping, and storage of clinical batches required for clinical trials, personnel costs, including stock-based compensation, conduct planned clinical trials for TVGN 489 and other clinical and pre-clinical 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 pre-clinical 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.

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 will 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.)

Merger Transaction Costs

Transaction costs we incurred in relation to the Business Combination were initially capitalized as deferred transaction costs up through the Closing Date, at which time such costs were charged to expense in our statements of operations less the amount of cash received in the Business Combination.

Change in Fair Value of Convertible Promissory Notes

U.S. accounting standards provide entities with an option to measure many financial instruments and certain other items at fair value. As a result of us electing this option, we recorded all convertible promissory notes at fair value with changes in fair value reported in our statements of operations at each balance sheet date through the settlement of the convertible promissory notes in connection with the Closing, at which time the convertible promissory notes were converted into our Common Stock.

Loss on Issuance of Commitment Shares

Our other expenses consist of losses on the issuance of the Commitment Shares for the period ended September 30, 2024 associated with the Loan Agreement. Since we intend to elect the fair value option for future draws under the Loan Agreement, we expense all issuance costs associated with the Loan Agreement, which are comprised of the fair value of the Commitment Shares as well as the issuance date fair value of the $14 million Purchase Option and Additional Amount Purchase Option. For more information about the Loan Agreement, see "-Liquidity and Capital Resources-Funding Requirements" below.

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 NOLs 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.

Results of Operations

Comparison of the three months ended September 30, 2025 and 2024

		Three months ended September 30,
		2025				2024
Operating expenses:
Research and development		$	3,110,752			$	3,260,938
General and administrative			2,618,679				2,824,589
Total operating expenses			5,729,431				6,085,527
Loss from operations			(5,729,431	)			(6,085,527	)
Interest expense, net			(62,340	)			(12,459	)
Change in fair value of warrants			64,959				7,613
Change in fair value of written call option derivative liabilities			-				206,150
Net loss		$	(5,726,812	)		$	(5,884,223	)

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 September 30, 2025 and 2024:

		Three months ended September 30,
		2025				2024
Personnel costs		$	629,060			$	675,976
Stock-based compensation			2,036,276				2,185,958
Other clinical and pre-clinical development expenses			208,152				148,145
Facilities and other expenses			237,264				250,859
Total research and development expenses		$	3,110,752			$	3,260,938

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

General and Administrative Expenses

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

		Three months ended September 30,
		2025				2024
Personnel costs		$	439,086			$	343,129
Stock-based compensation			1,208,641				1,141,693
Legal and professional fees			897,592				1,272,181
Facilities and other expenses			73,360				67,586
Total general and administrative expenses		$	2,618,679			$	2,824,589

General and administrative expenses for the period ended September 30, 2025 were $2.6 million, as compared to $2.8 million for the period ended September 30, 2024. The decrease in general and administrative expenses was primarily due to lower legal and professional fees.

Interest Expense, Net

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

Change in Fair Value of Written Call Option Derivative Liabilities

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

Comparison of the nine months ended September 30, 2025 and 2024

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

		Nine months ended September 30,
		2025				2024
Operating expenses:
Research and development		$	9,005,811			$	28,196,970
General and administrative			12,524,503				16,004,308
Total operating expenses			21,530,314				44,201,278
Loss from operations			(21,530,314	)			(44,201,278	)
Interest expense, net			(124,944	)			(168,239	)
Merger transaction costs			-				(7,499,353	)
Change in fair value of warrants			57,406				14,428
Change in fair value of convertible promissory notes			-				48,468,678
Change in fair value of written call option derivative liabilities			-				(7,064	)
Loss on issuance of commitment shares			-				(890,000	)
Net loss		$	(21,597,852	)		$	(4,282,828	)

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 nine months ended September 30, 2025 and 2024:

		Nine months ended September 30,
		2025				2024
Personnel costs		$	1,913,564			$	1,892,839
Stock-based compensation			5,583,289				24,932,798
Other clinical and pre-clinical development expenses			781,530				636,402
Facilities and other expenses			727,428				734,931
Total research and development expenses		$	9,005,811			$	28,196,970

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

General and Administrative Expenses

The following table summarizes our general and administrative expenses for the nine months ended September 30, 2025 and 2024:

		Nine months ended September 30,
		2025				2024
Personnel costs		$	1,330,761			$	2,031,536
Stock-based compensation			8,193,662				8,810,322
Legal and professional fees			2,749,378				4,683,607
Facilities and other expenses			250,702				418,843
Total general and administrative expenses		$	12,524,503			$	16,004,308

General and administrative expenses for the nine months ended September 30, 2025 were $12.5 million compared to $16.0 million for the nine months ended September 30, 2024. The decrease was primarily attributable to lower legal and professional fees, non-cash stock-based compensation expense, and personnel costs.

Interest Expense, Net

We recognized $0.1 million and $0.2 million in interest expense for the nine months ended September 30, 2025 and 2024, respectively, which was attributable primarily to the outstanding balance on the Facility and the outstanding principal balance associated with our convertible promissory notes that converted into Common Stock in connection with the Closing, respectively.

Merger Transaction Costs

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

Change in Fair Value of Convertible Promissory Notes

There was no non-cash gain or loss recognized in the nine months ended September 30, 2025 in relation to our convertible promissory notes. We recognized a non-cash gain of $48.5 million for the change in fair value of the convertible promissory notes for the nine months ended September 30, 2024.

Loss on Issuance of Commitment Shares

We incurred losses on the issuance of the Commitment Shares during the nine months ended September 30, 2024, associated with the Loan Agreement. Since we intend to elect the fair value option for future draws under the Loan Agreement, we expense all issuance costs associated with the Loan Agreement, which are comprised of the fair value of the Commitment Shares as well as the issuance date fair value of the $14 million Purchase Option and Additional Amount Purchase Option.

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 pre-clinical 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 unaudited loss from operations to adjusted loss from operations is set forth below.

		Three months ended September 30,
		2025				2024
Loss from operations		$	(5,729,431	)		$	(6,085,527	)
Less: Stock-based compensation			3,244,917				3,327,651
Adjusted loss from operations		$	(2,484,514	)		$	(2,757,876	)

		Nine months ended September 30,
		2025				2024
Loss from operations		$	(21,530,314	)		$	(44,201,278	)
Less: Stock-based compensation			13,776,951				33,803,120
Adjusted loss from operations		$	(7,753,363	)		$	(10,398,158	)

Liquidity and Capital Resources

Sources of Liquidity

As of September 30, 2025 we had $1.0 million in cash, as compared to $1.3 million in cash as of December 31, 2024. To date, we have not yet commercialized any products or generated any revenue from product sales and have financed our operations primarily with proceeds from the sale of convertible promissory notes and preferred stock, funds drawn on the Loan Agreement, grant funding, and proceeds under the Sales Agreement. Since January 2021, we have raised aggregate gross proceeds of $24.0 million from the sale of convertible promissory notes, $2.0 million from the sale of our Series A Preferred Stock, $3.0 million from deposits related to the future sale of our Series A-1 Preferred Stock, and $6.0 million from the sale of our Series C Preferred Stock. In June 2024, we entered into the Loan Agreement, which provided up to $36.0 million of term loans that can be drawn in $1.0 million increments each month over thirty-six months, as described below. As of September 30, 2025, we had drawn $4.4 million with a remaining $21.0 million available for future financing over the remaining 20 months of the draw period. In January and August 2025, we received a grant of $2.0 million and $1.0 million, respectively, and have a remaining commitment of a grant of $7.0 million from KRHP. In addition, in June 2025, we received a capital contribution of $500,000 from Dr. Ryan Saadi, our Chairman and Chief Executive Officer.

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 of 1933, as amended, pursuant to our effective shelf registration statement on Form S-3 filed on June 20, 2025, and the prospectus supplement dated July 3, 2025. Each time we wish to issue and sell Common Stock under the Sales Agreement, we will provide a placement notice to the Agent containing the parameters in accordance with which shares are to be sold, including, but not limited to, the number of shares of Common Stock to be issued, the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock that may be sold in any one trading day, and any minimum price below which sales may not be made. The Agent will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Common Stock from time to time, based upon our instructions, including any price, time or size limits we may impose pursuant to and subject to the terms and conditions of the Sales 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.

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

Cash Flows

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

		For the nine months ended September 30,
		2025				2024
Cash provided by (used in)
Operating activities		$	(10,147,310	)		$	(8,981,044	)
Investing activities			-				-
Financing activities			9,901,409				10,229,328
Net change in cash		$	(245,901	)		$	1,278,284

Cash Flows from Operating Activities

During the nine months ended September 30, 2025, we used $10.1 million of net cash in operating activities. Cash used in operating activities reflected our net loss of $21.6 million offset by $11.5 million in non-cash stock-based compensation expense, depreciation expense, and the net change in our operating assets and liabilities attributable to the timing of our payments to our vendors for research and development activities.

During the nine months ended September 30, 2024, we used $9.0 million of net cash in operating activities. Cash used in operating activities reflected $10.3 million of net loss, non-cash charges related to the change in the fair value of the convertible promissory notes, stock-based compensation expense, Merger transaction costs, loss on the issuance of Series A Preferred Stock, loss on issuance of the Commitment Shares, depreciation expense, reductions in the operating right of use assets, and non-cash interest on the convertible promissory notes, partially offset by a $0.7 million net change in our operating assets and liabilities attributable to the timing of our payments to our vendors for research and development activities.

Cash Flows from Investing Activities

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

Cash Flows from Financing Activities

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

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

Funding Requirements

Our primary sources of funds to meet our near-term liquidity and capital requirements include cash on hand, including the funding we have received from the sale of our Series A and Series C Preferred Stock and the funding we expect to receive from the sale of our Series A-1 Preferred Stock, our access to an unsecured line of credit (limited to a $1.0 million monthly draw) under the Loan Agreement described below, the remaining $7.0 million of grant funding that KRHP has committed to provide to be used towards the Company's ongoing operational expenses, and our ability to conduct offerings of our common stock under the Sales Agreement. On February 14, 2024, we entered into a securities purchase agreement with the Patel Family pursuant to which the Patel Family agreed to purchase shares of our Series A Preferred Stock for an aggregate purchase price of $8.0 million. On March 27, 2024, we entered into an agreement pursuant to which that amount was reduced to $2.0 million and the Patel Family agreed to purchase shares of our Series A-1 Preferred Stock for an aggregate purchase price of $6.0 million. We have not yet received $3.0 million of the $6.0 million purchase price for the Series A-1 Preferred Stock. Even if we receive such proceeds, we will still need additional capital to fully implement our business, operating, and development plans.

On June 6, 2024, we entered into the Loan Agreement, pursuant to which the Patel Family agreed to provide to us up to the Maximum Loan Amount of $36.0 million under the Facility. 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 $1.50 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 $1.50 per share and the 10-day trailing volume weighted average price of the Common Stock (the "Trailing VWAP") as of the trading day prior to payment, subject to certain requirements related to resale registration. Pursuant to the Loan Agreement, we also agreed to provide the Patel Family an option to purchase $14.0 million of shares of our Common Stock plus an additional amount up to the total then-remaining available and undrawn portion of the Maximum Loan Amount (which amount would thereafter no longer be available under the Facility). The Optional PIPE would be priced at a 30% discount to the Trailing VWAP on the date such price first reaches at least $10.00 per share (the "Threshold Price Date") and will be exercisable by the Patel Family by written notice within three business days after we have notified the Patel Family of the Threshold Price Date (the date of such notice, the "Threshold Price Notice Date"). Pursuant to the terms of the Loan Agreement, we issued to the Patel Family the Commitment Shares, subject to forfeiture by the Patel Family of the Commitment Shares or an equal number of shares of Common Stock in the event the Patel Family fails to (i) make a deposit under the Facility when due or (ii) pay the purchase price for the Optional PIPE within 30 days after the Threshold Price Notice Date in the event we have satisfied all applicable closing conditions. There is no assurance as to the amount of proceeds we will ultimately receive under the Loan Agreement. As of September 30, 2025, we have drawn an aggregate of $4.4 million under the Loan Agreement.

On July 3, 2025, the Company entered into the Sales Agreement, pursuant to which the Company may issue and sell from time to time up to $50,000,000 of shares of Common Stock through the Agent as the Company's sales agent. See "Liquidity and Capital Resources - Sources of Liquidity" above for more information on amounts sold under the Sales Agreement.

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 pre-clinical 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 pre-clinical 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 pre-clinical 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.

As of September 30, 2025, we had cash of approximately $1.0 million. We believe that our cash balance, net proceeds received pursuant to the Sales Agreement subsequent to September 30, 2025, amounts available under the Loan Agreement, which allows us to draw down term loans of $1.0 million per month over the remaining 20 months of the draw period, and the remaining commitment for a $7.0 million grant from KRHP will allow us to have adequate cash and financial resources to operate for at least the next 12 months from the date of issuance of our unaudited consolidated financial statements included in this Report. The Company does not plan to initiate a clinical trial until additional funding is received.

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

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

		Total				Less than 1 Year				1 - 3 Years				More than 3 Years
Contractual obligations:
Operating lease commitments (1)		$	2,430,736				327,740				983,219				1,119,777
Notes payable (2)			1,651,000				1,651,000				-				-
Loan Agreement repayment (3)			4,488,555				88,555				-				4,400,000
Total contractual obligations		$	8,570,291				2,067,295				983,219				5,519,777

(1)	Reflects obligations pursuant to our office and laboratory lease in Warren, New Jersey.
(2)	Reflects notes payable obligations assumed as part of the Merger.
(3)	Reflects obligations to settle outstanding balances on our Loan Agreement, if paid in cash at time of settlement, as well as accrued interest.

The commitment amounts in the table 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 pre-clinical 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.

In May 2025, Tevogen Bio, a wholly owned subsidiary of the Company, entered into an amendment to the lease agreement between Tevogen Bio and the landlord of the Company's facility in Warren, New Jersey to double the amount of leased space and extend the term of the lease until February 2033. The new facility allowed the Company to consolidate its office and laboratory operations to a single location and began operations in July 2025. The lease includes one-month of rent abatement. The lease of the Company's former laboratory facility in Philadelphia, Pennsylvania expired in June 2025.

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 of our Annual Report. See also the section entitled "-Forward-Looking Statements" above.

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 filed with the SEC on April 2, 2025, 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.