Tevogen Inc. (TVGN)

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 te

[Excerpt truncated for page length; source filing is linked above.]

Item
7. 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 audited consolidated
financial statements and related notes included elsewhere in this Annual Report. This discussion and other parts of this Annual 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 Annual Report,
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 Bio Holdings Inc. and its subsidiary collectively from and after the Business Combination,
unless the context otherwise requires.

Overview

We
are a clinical-stage specialty immunotherapy company 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. 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, ExacTcellTM, 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 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. In addition, through our Tevogen.AI artificial intelligence initiative, we are exploring
ways to deploy artificial intelligence-powered target detection to further accelerate our product development pace.

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 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.

82

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 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, 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 consolidated financial statements in this Annual 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, securing intellectual property rights to our inventions related to our product candidates and ExacTcell, 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 years ended December 31, 2025 and 2024 was $26.3 million and $13.7 million,
respectively. Net loss for the year ended December 31, 2025 was primarily attributable to non-cash, stock-based compensation expense,
salaries and outside services. As of December 31, 2025, we had cash of $0.6 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 the date of this Annual Report. As of the date of this
Annual Report, a payment date for the remaining $3.0 million has not been set. On August 21, 2024, we entered into a securities purchase
agreement with the Patel Family, pursuant to which the investor purchased 600 shares of our Series C Preferred Stock for an aggregate
purchase price of $6.0 million.

As
described in more detail in “Liquidity and Capital Resources-Funding Requirements” below, on June 6, 2024, we entered
into a Loan Agreement (the “Loan Agreement”) with the Patel Family providing for (i) an unsecured line of credit facility
(the “Facility”), pursuant to which the Patel Family agreed to lend us up to an initial amount of $36.0 million (the “Maximum
Loan Amount”) of term loans in $1.0 million increments on a monthly basis, over a draw period of thirty-six months, and (ii) a
contingent option for the Patel Family to purchase at least $14.0 million of our Common Stock in a future private placement (the “Optional
PIPE”). The Loan Agreement also contains a contingent option for the Patel Family to purchase at least $14.0 million of our Common
Stock plus up to the then-remaining available amount under the Facility, in a future private placement if the ten-day trailing volume
weighted average price per share of the Common Stock (the “Trailing VWAP”) reaches $500.00 per share. Pursuant to the terms
of the Loan Agreement, we also issued to the Patel Family 20,000 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 Facil

[Excerpt truncated for page length; the complete text is on the linked full-MD&A page.]