Cover
Cover - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 12, 2024 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41002 | |
Entity Registrant Name | Tevogen Bio Holdings Inc. | |
Entity Central Index Key | 0001860871 | |
Entity Tax Identification Number | 98-1597194 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 15 Independence Boulevard | |
Entity Address, Address Line Two | Suite #410 | |
Entity Address, City or Town | Warren | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07059 | |
City Area Code | (877) | |
Local Phone Number | 838-6436 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 170,646,864 | |
Entity Listing, Par Value Per Share | $ 0.0001 | |
Common Stock, $0.0001 par value per share [Member] | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | TVGN | |
Security Exchange Name | NASDAQ | |
Warrants, each exercisable for one share of Common Stock for $11.50 per share [Member] | ||
Title of 12(b) Security | Warrants, each exercisable for one share of Common Stock for $11.50 per share | |
Trading Symbol | TVGNW | |
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash | $ 1,135,390 | $ 1,052,397 |
Prepaid expenses and other assets | 1,152,554 | 670,582 |
Total current assets | 2,446,763 | 1,722,979 |
Property and equipment, net | 377,547 | 458,651 |
Right-of-use assets - operating leases | 352,673 | 469,862 |
Deferred transaction costs | 2,582,870 | |
Other assets | 133,276 | 271,141 |
Total assets | 3,310,259 | 5,505,503 |
Current liabilities: | ||
Accounts payable | 6,666,229 | 3,418,378 |
Accrued expenses and other liabilities | 1,776,047 | 1,096,450 |
Operating lease liabilities | 268,672 | 252,714 |
Notes payable | 1,651,000 | |
Convertible promissory notes | 80,712,000 | |
Total current liabilities | 10,611,948 | 85,479,542 |
Convertible promissory notes | 14,220,000 | |
Operating lease liabilities | 96,809 | 234,858 |
Derivative warrant liabilities | 22,185 | |
Written call option derivative liabilities | 213,214 | |
Total liabilities | 10,944,156 | 99,934,400 |
Stockholders’ deficit | ||
Series A Preferred Stock, $0.0001 par value; 2,000 shares authorized; 500 shares issued and outstanding as of June 30, 2024 | 2,799,990 | |
Common stock, $0.0001 par value; 800,000,000 shares authorized; 168,826,402 and 119,999,989 shares issued and outstanding at June 30, 2024 and December 31, 2023 | 16,883 | 12,000 |
Additional paid-in capital | 87,605,572 | 5,216,840 |
Accumulated deficit | (98,056,342) | (99,657,737) |
Total stockholders’ deficit | (7,633,897) | (94,428,897) |
Total liabilities and stockholders’ deficit | 3,310,259 | 5,505,503 |
Related Party [Member] | ||
Current assets: | ||
Due from related party | 158,819 | |
Current liabilities: | ||
Due to related party | $ 250,000 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Preferred stock, par value | $ 0.0001 | |
Preferred stock, shares authorized | 20,000,000 | |
Common shares, par value | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 800,000,000 | 800,000,000 |
Common shares, shares issued | 168,826,402 | 119,999,989 |
Common shares, shares outstanding | 168,826,402 | 119,999,989 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | |
Preferred stock, shares authorized | 2,000 | |
Preferred stock, shares issued | 500 | |
Preferred stock, shares outstanding | 500 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Operating expenses: | ||||
Research and development | $ 4,124,450 | $ 1,031,393 | $ 24,936,032 | $ 2,378,566 |
General and administrative | 4,474,577 | 1,153,073 | 13,179,719 | 2,130,182 |
Total operating expenses | 8,599,027 | 2,184,466 | 38,115,751 | 4,508,748 |
Loss from operations | (8,599,027) | (2,184,466) | (38,115,751) | (4,508,748) |
Interest income (expense), net | 6 | (299,887) | (155,780) | (588,884) |
Merger transaction costs | (7,499,353) | |||
Change in fair value of warrants | 38,788 | 6,815 | ||
Change in fair value of convertible promissory notes | (19,700,000) | 48,468,678 | (47,842,865) | |
Change in fair value of written call option derivative liabilities | (213,214) | (213,214) | ||
Loss on issuance of commitment shares | (890,000) | (890,000) | ||
Net income (loss) | (9,663,447) | (22,184,353) | 1,601,395 | (52,940,497) |
Net income (loss) attributable to common stockholders, basic | (6,075,379) | (22,184,353) | 5,044,907 | (52,940,497) |
Net loss attributable to common stockholders, diluted | $ (6,075,379) | $ (22,184,353) | $ (43,124,798) | $ (52,940,497) |
Net income (loss) per share attributable to common stockholders, basic | $ (0.04) | $ (0.18) | $ 0.03 | $ (0.44) |
Net loss per share attributable to common stockholders, diluted | $ (0.04) | $ (0.18) | $ (0.29) | $ (0.44) |
Weighted-average common stock outstanding, basic | 154,167,090 | 119,999,989 | 145,655,205 | 119,999,989 |
Weighted-average common stock outstanding, diluted | 154,167,090 | 119,999,989 | 148,154,361 | 119,999,989 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2022 | $ 12,000 | $ 5,216,840 | $ (39,180,057) | $ (33,951,217) | ||
Balance, shares at Dec. 31, 2022 | 119,999,989 | |||||
Net income (loss) | (30,756,144) | (30,756,144) | ||||
Balance at Mar. 31, 2023 | $ 12,000 | 5,216,840 | (69,936,201) | (64,707,361) | ||
Balance, shares at Mar. 31, 2023 | 119,999,989 | |||||
Balance at Dec. 31, 2022 | $ 12,000 | 5,216,840 | (39,180,057) | (33,951,217) | ||
Balance, shares at Dec. 31, 2022 | 119,999,989 | |||||
Net income (loss) | (52,940,497) | |||||
Balance at Jun. 30, 2023 | $ 12,000 | 5,216,840 | (92,120,554) | (86,891,714) | ||
Balance, shares at Jun. 30, 2023 | 119,999,989 | |||||
Balance at Mar. 31, 2023 | $ 12,000 | 5,216,840 | (69,936,201) | (64,707,361) | ||
Balance, shares at Mar. 31, 2023 | 119,999,989 | |||||
Net income (loss) | (22,184,353) | (22,184,353) | ||||
Balance at Jun. 30, 2023 | $ 12,000 | 5,216,840 | (92,120,554) | (86,891,714) | ||
Balance, shares at Jun. 30, 2023 | 119,999,989 | |||||
Balance at Dec. 31, 2023 | $ 12,000 | 5,216,840 | (99,657,737) | (94,428,897) | ||
Balance, shares at Dec. 31, 2023 | 119,999,989 | |||||
Issuance of Series A preferred stock | $ 2,799,990 | 2,799,990 | ||||
Issuance of Series A preferred stock, shares | 500 | |||||
Nonrefundable prepaid proceeds towards anticipated Series A-1 preferred stock issuance | 200,000 | 200,000 | ||||
Issuance of Series B preferred stock | $ 3,613,000 | 3,613,000 | ||||
Issuance of Series B preferred stock, shares | 3,613 | |||||
Conversion of convertible promissory notes into common stock in connection with merger | $ 1,034 | 46,621,593 | 46,622,627 | |||
Conversion of convertible promissory notes into common stock in connection with merger, shares | 10,337,419 | |||||
Merger, net of redemptions and transaction costs | $ 1,478 | (2,885,459) | (2,883,981) | |||
Merger, net of redemptions and transaction costs, shares | 14,778,056 | |||||
Issuance of restricted common stock | $ 1,935 | (1,935) | ||||
Issuance of restricted common stock, shares | 19,348,954 | |||||
Issuance of common stock for Sponsor advisory service fee | $ 15 | 676,485 | 676,500 | |||
Issuance of common stock for Sponsor advisory service fee, shares | 150,000 | |||||
Stock-based compensation | 26,333,249 | 26,333,249 | ||||
Net income (loss) | 11,264,842 | 11,264,842 | ||||
Balance at Mar. 31, 2024 | $ 2,799,990 | $ 3,613,000 | $ 16,462 | 76,160,773 | (88,392,895) | (5,802,670) |
Balance, shares at Mar. 31, 2024 | 500 | 3,613 | 164,614,418 | |||
Balance at Dec. 31, 2023 | $ 12,000 | 5,216,840 | (99,657,737) | (94,428,897) | ||
Balance, shares at Dec. 31, 2023 | 119,999,989 | |||||
Net income (loss) | 1,601,395 | |||||
Balance at Jun. 30, 2024 | $ 2,799,990 | $ 16,883 | 87,605,572 | (98,056,342) | (7,633,897) | |
Balance, shares at Jun. 30, 2024 | 500 | 168,826,402 | ||||
Balance at Mar. 31, 2024 | $ 2,799,990 | $ 3,613,000 | $ 16,462 | 76,160,773 | (88,392,895) | (5,802,670) |
Balance, shares at Mar. 31, 2024 | 500 | 3,613 | 164,614,418 | |||
Nonrefundable prepaid proceeds towards anticipated Series A-1 preferred stock issuance | 2,800,000 | 2,800,000 | ||||
Stock-based compensation | 4,142,220 | 4,142,220 | ||||
Net income (loss) | (9,663,447) | (9,663,447) | ||||
Issuance of commitment shares in connection with the Loan Agreement | $ 100 | 889,900 | 890,000 | |||
Issuance of commitment shares in connection with the unsecured equity line of credit facility, shares | 1,000,000 | |||||
Issuance of common stock in connection with Polar note payable | $ 150 | (150) | ||||
Issuance of common stock in connection with Polar note payable, shares | 1,500,000 | |||||
Issuance of common stock in settlement of vested restricted stock units | $ 171 | (171) | ||||
Issuance of common stock in settlement of vested restricted stock units, shares | 1,711,984 | |||||
Repurchase of Series B preferred stock | $ (3,613,000) | 3,613,000 | ||||
Contribution from related party, shares | (3,613) | |||||
Balance at Jun. 30, 2024 | $ 2,799,990 | $ 16,883 | $ 87,605,572 | $ (98,056,342) | $ (7,633,897) | |
Balance, shares at Jun. 30, 2024 | 500 | 168,826,402 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 1,601,395 | $ (52,940,497) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation expense | 81,104 | 79,471 |
Stock-based compensation expense | 30,475,469 | |
Non-cash interest expense | 159,305 | 589,135 |
Merger transaction costs | 7,099,353 | |
Change in fair value of convertible promissory notes | (48,468,678) | 47,842,865 |
Loss on Series A Preferred Stock issuance | 799,990 | |
Loss on issuance of commitment shares | 890,000 | |
Change in fair value of warrants | (6,815) | |
Issuance of written call option | 375,000 | |
Change in fair value of written call option derivative liabilities | (161,786) | |
Amortization of right-of-use asset | 117,189 | 104,438 |
Change in operating assets and liabilities: | ||
Prepaid expenses and other assets | (479,471) | 144,472 |
Other assets | (68,446) | 21,343 |
Accounts payable | 3,151,676 | 372,614 |
Accrued expenses and other liabilities | (589,529) | (500,656) |
Operating lease liabilities | (122,091) | (107,839) |
Net cash used in operating activities | (5,146,335) | (4,394,654) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (133,000) | |
Net cash used in investing activities | (133,000) | |
Cash flows from financing activities: | ||
Cash acquired in connection with the reverse recapitalization | 229,328 | |
Proceeds from issuance of Series A Preferred Stock | 2,000,000 | |
Nonrefundable prepaid proceeds towards anticipated Series A-1 Preferred Stock Issuance | 3,000,000 | |
Proceeds from issuance of convertible promissory notes | 2,500,000 | |
Net cash provided by financing activities | 5,229,328 | 2,500,000 |
Net increase (decrease) in cash | 82,993 | (2,027,654) |
Cash – beginning of period | 1,052,397 | 5,484,265 |
Cash – end of period | 1,135,390 | 3,456,611 |
Supplementary disclosure of noncash investing and financing activities: | ||
de-SPAC transaction fees included in accrued expenses and other liabilities | 276,000 | |
Conversion of convertible promissory notes into common stock in connection with Merger | 46,622,627 | |
Repurchase of Series B preferred stock | 3,613,000 | |
Issuance of common stock for net liabilities upon reverse recapitalization, net of transaction costs | $ (3,113,309) |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure [Table] | ||||||
Net Income (Loss) | $ (9,663,447) | $ 11,264,842 | $ (22,184,353) | $ (30,756,144) | $ 1,601,395 | $ (52,940,497) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual [Table] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
NATURE OF BUSINESS
NATURE OF BUSINESS | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
NATURE OF BUSINESS | NOTE 1. NATURE OF BUSINESS Tevogen Bio Holdings Inc., a Delaware corporation (the “Company”), is a clinical-stage specialty immunotherapy company harnessing the power of CD8+ cytotoxic T lymphocytes to develop off-the-shelf, precision T cell therapies for the treatment of infectious diseases, cancers, and neurological disorders. The Company’s precision T cell technology platform, ExacTcell, 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. 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 Acquisition Corporation (“Semper Paratus”), Semper Merger Sub, Inc., a wholly owned subsidiary of Semper Paratus (“Merger Sub”) SSVK Associates, LLC, (the “Sponsor”) 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 the Company (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. In connection with the closing of the Business Combination (the “Closing”), the then-outstanding shares of common stock of Tevogen Bio, were converted into shares of the common stock of the Company at an exchange ratio of approximately 4.85 As discussed in Note 4, the Merger was accounted for as a reverse recapitalization under which the historical financial statements of the Company prior to the Merger are those of Tevogen Bio. All information related to the common stock of Tevogen Bio prior to the Closing and presented in the consolidated financial statements and notes thereto has been retroactively adjusted to reflect the Exchange Ratio. Following the Merger, the former equity holders and holders of convertible promissory notes of Tevogen Bio held 91.0 9.1 |
DEVELOPMENT-STAGE RISKS AND LIQ
DEVELOPMENT-STAGE RISKS AND LIQUIDITY | 6 Months Ended |
Jun. 30, 2024 | |
Development-stage Risks And Liquidity | |
DEVELOPMENT-STAGE RISKS AND LIQUIDITY | NOTE 2. DEVELOPMENT-STAGE RISKS AND LIQUIDITY The Company has generally incurred losses and negative cash flows from operations since inception and had an accumulated deficit of $ 98,056,342 1,135,390 1,000,000 36,000,000 500,000 500,000 Management is currently evaluating different strategies to obtain the additional funding for future operations for subsequent periods. These strategies may include but are not limited to private placements of equity and/or debt, licensing and/or marketing arrangements, and public offerings of equity and/or debt securities. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into strategic alliances or other arrangements on favorable terms, or at all. 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 additional funding, the Company could be required to delay, reduce or eliminate research and development programs, product portfolio expansion, or future commercialization efforts, which could adversely affect its business prospects. Operations since inception have consisted primarily of organizing the Company, securing financing, developing licensed technologies, performing research, conducting pre-clinical studies and clinical trials, and pursuing the Business Combination. The Company is subject to risks associated with any specialty biotechnology company that has substantial expenditures for research and development. There can be no assurance that the Company’s research and development projects will be successful, that products developed will obtain necessary regulatory approval, or that any approved product will 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. Tevogen Bio Holdings Inc. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The summary of significant accounting policies included in the Company’s annual financial statements that can be found in Exhibit 99.1 of the Company’s Current Report on Form 8-K/A filed with the SEC on April 29, 2024 (the “Form 8-K”), have not materially changed, except as reflected in the following: Basis of Presentation The accompanying unaudited consolidated financial statements of the Company are presented in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. 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, the accompanying unaudited consolidated financial statements include all adjustments, consisting of a normal recurring nature, (which consist primarily of accruals, estimates, and assumptions that impact the consolidated financial statements) that are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations of Tevogen Bio filed as Exhibits 99.1 and 99.2 to the Form 8-K. The interim results for the period presented are not necessarily indicative of the results to be expected for the year ending December 31, 2024, or for any future interim periods. Use of Estimates In preparing unaudited consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of expenses. Actual results could differ from those estimates. Estimates and assumptions are periodically reviewed, and the effects of revisions are reflected in the unaudited consolidated financial statements in the period they are determined to be necessary. Significant areas that require management’s estimates include the fair value of the common stock and convertible promissory notes prior to the Merger, the fair value of the Series A Preferred Stock and Series B Preferred Stock, fair value of the purchase options under the Loan Agreement, stock-based compensation assumptions, the estimated useful lives of property and equipment and accrued research and development expenses. Freestanding and Embedded Common Stock Purchase Options Equity-linked purchase options issued in connection with the Loan Agreement (as defined below) are assessed to determine whether they are freestanding or embedded with the host instrument under ASC 815, Derivatives and Hedging-Contracts in Entity’s Own Equity Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash. Segment Reporting Operating segments are defined as components of an entity for which discrete financial information is both available and regularly reviewed by its chief operating decision maker or decision-making group. The Company views its operations and manages its business in one Tevogen Bio Holdings Inc. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Warrants As the result of the Merger, the Company accounts for its warrants originally sold as part of Semper Paratus’s initial public offering (the “IPO”) in accordance with ASC 815, and considering ASC 480, Distinguishing Liabilities from Equity 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. The Company’s recurring fair value measurements consist of the convertible promissory notes prior to the Merger, for which the Company elected the fair value option to reduce accounting complexity and private warrants after the Merger. Such fair value measurements are Level 3 inputs. The following table provides a roll-forward of the aggregate fair values of the Company’s convertible promissory notes. SCHEDULE OF FAIR VALUE MEASUREMENT Balance at January 1, 2024 $ 94,932,000 - Accrued interest expense 159,305 Change in fair value (48,468,678 ) Derecognition upon conversion of convertible promissory notes (46,622,627 ) Balance at June 30, 2024 $ — Balance at January 1, 2023 $ 39,297,000 Initial fair value at issuance 2,500,000 Accrued interest expense 589,135 Change in fair value 47,842,865 Balance at June 30, 2023 $ 90,229,000 The Company used the probability weighted expected return method valuation methodology to determine the fair value of the convertible promissory notes prior to the Merger. Significant assumptions and ranges used in determining the fair value of convertible promissory notes prior to the Merger included volatility ( 80 35 36 85 95 There were no transfers between levels during the six months ended June 30, 2024 and 2023. Tevogen Bio Holdings Inc. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Upon the Closing, the Company acquired private warrants the fair value of which decreased by $ 6,815 SCHEDULE OF FAIR VALUES OF WARRANTS Derivative Balance at February 15, 2024 $ — Initial fair value at issuance 29,000 Change in fair value (6,815 ) Balance at June 30, 2024 $ 22,185 In June 2024, the Company acquired written call options, the fair value of which decreased by $ 161,786 Written call option derivative liabilities Balance at February 15, 2024 $ — Initial fair value at issuance 375,000 Change in fair value (161,786 ) Balance at June 30, 2024 $ 213,214 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS Level Quoted Significant Significant Liabilities: Derivative warrant liabilities 3 $ — $ — $ 22,185 Written call option derivative liabilities 3 $ — $ — $ 213,214 The Company’s nonrecurring fair value measurements consist of Series A Preferred Stock. Such fair value measurements are Level 3 inputs. The Company determined the fair value of Series A Preferred Stock using a Monte Carlo simulation. Key inputs utilized in the Monte Carlo simulation to estimate fair value of Series A Preferred Stock included a range of volatility between 75 85 0.5 10.0 4.3 5.3 2,000,000 In June 2024, the Company entered into a Loan Agreement (the “Loan Agreement”) with The Patel Family, LLP (the “Lender”), a related party of the Company, providing for an unsecured line of credit facility (the “Facility”) for term loans of up to $ 36,000,000 14,000,000 36,000,000 10.00 72.5 4.94 Net Income (Loss) Per Share The Company computes basic net income (loss) per share by dividing net income (loss) by the weighted-average common stock outstanding during the period. The Company determined that each outstanding share of preferred stock and restricted common stock would participate in earnings available to common stockholders but would not participate in losses. The Company computes diluted net income (loss) per share by dividing the net income (loss) by the sum of the weighted-average number of common stock outstanding during the period, plus the potential dilutive effects, if any, of potentially dilutive securities. Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815 -40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Tevogen Bio Holdings Inc. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures |
BUSINESS COMBINATION
BUSINESS COMBINATION | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
BUSINESS COMBINATION | NOTE 4. BUSINESS COMBINATION On the Closing Date, the Company completed the Business Combination described in Note 1. The Merger was accounted for as a reverse recapitalization under GAAP because Tevogen Bio was determined to be the accounting acquirer based upon the terms of the Merger and other factors, including that following the Merger, former Tevogen Bio (i) equityholders and holders of convertible promissory notes owned approximately 91.0 164,614,418 The following table shows the net liabilities acquired in the Merger: SCHEDULE OF NET LIABILITIES ACQUIRED IN MERGER February 14, 2024 Cash $ 229,328 Due from Sponsor 158,819 Prepaid expenses and other assets 2,501 Accounts payable (96,175 ) Accrued expenses (1,269,126 ) Notes payable (1,651,000 ) Derivative warrant liabilities (29,000 ) Total net liabilities acquired (2,654,653 ) Plus: Merger transaction costs limited to cash acquired (229,328 ) Total net liabilities acquired plus transaction costs $ (2,883,981 ) Total transaction costs of $ 7,728,681 229,328 7,499,353 Former holders of Tevogen Bio common stock and the Sponsor are eligible to receive up to an aggregate of 24,500,000 In connection with the Merger, the Company issued Series B Preferred Stock to the Sponsor in return for the Sponsor assuming $ 3,613,000 |
EARNOUT SHARES
EARNOUT SHARES | 6 Months Ended |
Jun. 30, 2024 | |
Earnout Shares | |
EARNOUT SHARES | NOTE 5. EARNOUT SHARES Following the Closing, former holders of Tevogen Bio common stock may receive up to 20,000,000 6,666,667 6,666,667 6,666,666 15.00 17.50 20.00 Tevogen Bio Holdings Inc. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS The Sponsor received the right to Earnout Shares with the same terms above, except that each of the Sponsor’s three earnout tranches are for 1,500,000 4,500,000 |
ACCRUED EXPENSES AND OTHER LIAB
ACCRUED EXPENSES AND OTHER LIABILITIES | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER LIABILITIES | NOTE 6. ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses and other liabilities consisted of the following: SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES June 30, December, 31 2024 2023 Professional services $ 1,387,446 $ 976,301 Other 388,601 120,149 Total $ 1,776,047 $ 1,096,450 |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 7. DEBT Loan Agreement On June 6, 2024, the Company entered into the Loan Agreement with the Lender, providing for an unsecured line of credit facility for term loans of up to $ 36,000,000 1,000,000 48 months 2.00 7.00 1.50 1.50 1,000,000 The Loan Agreement includes a purchase option whereby the Lender has the option to purchase up to $ 14,000,000 70 14.0 14.0 10.00 14.0 The Loan Agreement also includes a purchase option (the “Additional Amount Purchase Option”) that is identical to the $ 14.0 10.00 The $ 14.0 The Loan Agreement is a written loan commitment that is not eligible for the fair value option under ASC 825, Financial Instruments 1,000,000 890,000 105,000 270,000 14.0 Tevogen Bio Holdings Inc. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Notes Payable As a result of the Merger, the Company assumed notes payable held by Polar Multi-Strategy Master Fund (“Polar”) for which the proceeds were to be used for working capital purposes by Semper Paratus with an outstanding balance of $ 1,651,000 remain outstanding at June 30, 2024. 1,500,000 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 8. STOCK-BASED COMPENSATION In connection with the Closing, the Company adopted the Tevogen Bio Holdings 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, the Company is authorized to grant awards up to an aggregate 40,000,000 r 20,651,046 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 are 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”) are recognized when the performance condition, which is based on a liquidity event condition being satisfied, is deemed probable of achievement. On the Closing Date, the Company issued an aggregate of 19,348,954 4.51 87,263,783 Compensation - Stock Compensation Restricted Stock and RSU activity was as follows: SCHEDULE OF RESTRICTED STOCK AND RSU ACTIVITY Service-Based Restricted Stock Performance-Based RSUs Shares Weighted Shares Weighted Nonvested as of January 1, 2024 — $ — 10,900,128 $ 2.97 Granted 19,348,954 4.51 — — Vested — — (7,174,362 ) 2.85 Forfeited — — — — Nonvested as of June 30, 2024 19,348,954 $ 4.51 3,725,766 $ 3.19 As a result of the Merger, the liquidity event performance condition was achieved and therefore compensation cost of $ 1,966,603 27,200,090 1,711,984 5,462,378 83,988,402 9.6 5,138,040 0.9 Tevogen Bio Holdings Inc. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS The Company recorded stock-based compensation expense in the following expense categories in the accompanying consolidated statements of operations: SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE Three months ended Six months ended June 30, 2024 June 30, 2024 Research and development $ 3,010,944 $ 22,746,840 General and administrative 1,131,276 7,728,629 Total $ 4,142,220 $ 30,475,469 No |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 9. STOCKHOLDERS’ DEFICIT Common Stock As of February 15, 2024, the Company’s common stock and warrants began trading on The Nasdaq Stock Market LLC under the symbols “TVGN” and “TVGNW”, respectively. As of June 30, 2024, the Company had 168,826,402 Below is a reconciliation of shares of common stock issued and outstanding: SCHEDULE OF RECONCILIATION OF SHARES OF COMMON STOCK ISSUED AND OUTSTANDING June 30, 2024 Total shares of common stock legally issued and outstanding 168,826,402 Plus: shares to be issued: Vested Performance-Based RSUs from satisfaction of liquidity condition upon the Closing (a) 5,462,378 Less: Shares subject to future vesting: Issuance of restricted common stock subject to forfeiture (b) (19,348,954 ) Total shares issued and outstanding 154,939,826 (a) As of June 30, 2024, there were Performance-Based RSUs that had vested when the liquidity condition applicable to such awards was satisfied upon the Closing but had not been legally settled into common stock. See Note 8 for additional information. (b) Dr. Saadi will automatically forfeit all unvested Restricted Stock granted pursuant to the Special RSU Award in the event he departs the Company. See Note 8 for additional information on the Special RSU Award. Prior to the Merger, Tevogen Bio had outstanding shares of voting and non-voting common stock. Upon the Closing, Tevogen Bio’s common stockholders received shares of the Company’s common stock in an amount determined by application of the Exchange Ratio, as discussed in Note 1. Preferred Stock The Company is authorized to issue up to 20,000,000 0.0001 Series A Preferred Stock In March 2024, the Company authorized and issued 2,000 500 4,000 2.0 799,990 5,600 4,000 Tevogen Bio Holdings Inc. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Dividends Holders of Series A are entitled to receive dividends accruing daily on a cumulative basis payable at a fixed rate of 5 the Series A Original Issue Price, which rate will automatically increase by 2% every year that the Series A remains outstanding (the “Series A Accruing Dividends”) Liquidation The Series A ranks senior to common stock and Series B Preferred Stock (the “Series B”) in liquidation priority. In the event of a liquidation of the Company, or certain deemed liquidation events, the Series A is redeemable for a price equal to the greater of the Series A Original Issue Price plus all Series A Accruing Dividends that are unpaid through the redemption date, or such amount that would have been payable had the Series A converted into shares of common stock immediately before the liquidation or deemed liquidation event. Voting The Series A does not have any voting rights. Redemption The holders of Series A are not entitled to redeem their shares outside of the liquidation of the Company or the occurrence of a deemed liquidation event. The Company is entitled to redeem that Series A at a price equal to the Series A Original Issue Price plus any Series A Accruing Dividends accrued but unpaid thereon, if the VWAP of the Company’s common stock exceeds $ 5.00 the twenty days immediately prior to the Company’s call election Conversion The holders of Series A have the option to convert the Series A into shares of common stock at a ratio equal to the Series A Original Issue Price divided by the Series A Conversion Price, which is initially $ 4.00 Series A-1 Preferred Stock On March 27, 2024, the Company entered into an Amended and Restated Securities Purchase Agreement with the Series A investor covering the issuance of 600 6,000,000 The terms of the Series A-1 Preferred Stock are identical to the Series A, except that the cumulative dividends are capped at 15% per annum, and the Series A-1 Issuance Price is defined as $ 10,000 3,000,000 no Series B Preferred Stock In connection with the Closing, the Company entered into an agreement to issue shares of Series B to the Sponsor in return for the Sponsor assuming certain liabilities and obligations of Semper Paratus and Tevogen Bio. In March 2024, 3,613 3,613,000 In June 2024, the Company and the Sponsor entered into the Preferred Stock Repurchase Agreement, pursuant to which the Company repurchased all outstanding Series B in exchange for the release of the Sponsor from its obligations, but no cash consideration. The repurchase was recorded as a deemed contribution from a related party and recorded to additional paid-in capital. As of June 30, 2024, there were no Tevogen Bio Holdings Inc. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Warrants Upon the Closing, 17,975,000 17,250,000 725,000 Public Warrants The public warrants have an exercise price of $ 11.50 March 15, 2024 The Company may redeem the public warrants if the Company’s common stock equals or exceeds $18.00 per share for 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the holders of public warrants. 17,249,978 Private Placement Warrants Each private placement warrant is identical to the public warrants, except that the private placement warrants, so long as they are held by the initial purchasers or their permitted transferees, (i) will not be redeemable by the Company and (ii) may be exercised by the holders on a cashless basis. As of June 30, 2024, there are 725,000 See Note 3 for additional information on the Company’s warrant accounting policy. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 10. RELATED PARTY TRANSACTIONS Transactions with Sponsor Pursuant to the Merger Agreement, the Company incurred $ 2,000,000 250,000 250,000 150,000 As of June 30, 2024, the Sponsor owes the Company $ 158,819 See Note 9 for additional information on the Series B issued to the Sponsor. Stock-Based Compensation In January 2023, the Company issued 40,000 20,000 800,396 Loan Agreement See Note 7 for additional information on the Loan Agreement, which provides for an unsecured line of credit facility for term loans of up to $ 36,000,000 Tevogen Bio Holdings Inc. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER SHARE | NOTE 11. NET INCOME (LOSS) PER SHARE The following table sets forth the computation of basic and diluted income (loss) per share: SCHEDULE OF NET LOSS PER SHARE 2024 2023 2024 2023 Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Numerator: Net income (loss) $ (9,663,447 ) $ (22,184,353 ) $ 1,601,395 $ (52,940,497 ) Less: Cumulative undeclared Series A dividends (24,932 ) — (26,301 ) — Add: Series B repurchase 3,613,000 — 3,613,000 — Less: Undistributed earnings allocated to participating securities — — (143,187 ) — Net income (loss) attributable to common stockholders, basic $ (6,075,379 ) $ (22,184,353 ) $ 5,044,907 $ (52,940,497 ) Net income (loss) $ (9,663,447 ) $ (22,184,353 ) $ 1,601,395 $ (52,940,497 ) Less: Cumulative undeclared Series A dividends (24,932 ) — (26,301 ) — Add: Series B repurchase 3,613,000 — 3,613,000 — Less: Convertible promissory note interest — — 155,786 — Less: Convertible promissory note change in fair value — — (48,468,678 ) — Net loss attributable to common stockholders, diluted $ (6,075,379 ) $ (22,184,353 ) $ (43,124,798 ) $ (52,940,497 ) Denominator: Weighted average common stock outstanding, basic 154,167,090 119,999,989 145,655,205 119,999,989 Net income (loss) per share attributable to common stockholders, basic $ (0.04 ) $ (0.18 ) $ 0.03 $ (0.44 ) Weighted average common stock outstanding, basic 154,167,090 119,999,989 145,655,205 119,999,989 Effect of potentially dilutive convertible promissory notes — — 2,499,156 — Total potentially dilutive securities — — 2,499,156 — Weighted average common stock outstanding, diluted 154,167,090 119,999,989 148,154,361 119,999,989 Net loss per share attributable to common stockholders - diluted $ (0.04 ) $ (0.18 ) $ (0.29 ) $ (0.44 ) As of June 30, 2024 and 2023, the Company’s potentially dilutive securities included Series A Preferred Stock, outstanding public warrants and convertible promissory notes on an as-converted basis. Series A and Restricted Stock are participating securities as Series A is entitled to participate in dividends and in earnings (but not losses) of the Company on an as-converted basis as shares of common stock and the Restricted Stock holder is entitled to participate in any dividends declared on common stock. Accordingly, undistributed earnings are allocated to common shares and participating securities based on the weighted-average shares of each class outstanding during the period. See Note 8 and Note 9 for additional rights and privileges of Restricted Stock and Series A, respectively. Restricted Stock are excluded from the weighted average common stock outstanding pending the achievement of underlying service conditions. The Company excluded the following potential shares from the computation of diluted net loss per share because including them would have had an anti-dilutive effect: SCHEDULE OF ANTI-DILUTIVE NET LOSS PER SHARE 2024 2023 June 30, 2024 2023 Outstanding restricted stock units (a) 3,725,766 10,360,375 Restricted Stock 19,348,954 — Public warrants 17,249,978 — Private warrants 725,000 — Convertible promissory notes (b) — 1,544,602 Earnout Shares 24,500,000 — Total 65,549,698 11,904,977 (a) As of June 30, 2024, there were an additional 5,462,378 (b) The number of shares were determined based on the conversion upon maturity provisions in the convertible promissory note agreements, dividing the conversion amount (principal plus accrued interest) by three times the estimated fair value of the Company’s common stock derived from the Company’s most recently completed convertible promissory notes valuation as of the balance sheet date. The above table excludes any potentially anti-dilutive shares as a result of the $ 14.0 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12. SUBSEQUENT EVENTS The Company has evaluated subsequent events and transactions for potential recognition or disclosure from the balance sheet date through August 14, 2024, the issuance date of these the financial statements and has not identified any additional items requiring disclosure except as noted below. In July 2024, the Company drew $ 500,000 under the Facility. This was the Company’s first draw from the Facility. In August 2024, the Company drew an additional $ 500,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements of the Company are presented in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. 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, the accompanying unaudited consolidated financial statements include all adjustments, consisting of a normal recurring nature, (which consist primarily of accruals, estimates, and assumptions that impact the consolidated financial statements) that are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations of Tevogen Bio filed as Exhibits 99.1 and 99.2 to the Form 8-K. The interim results for the period presented are not necessarily indicative of the results to be expected for the year ending December 31, 2024, or for any future interim periods. |
Use of Estimates | Use of Estimates In preparing unaudited consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of expenses. Actual results could differ from those estimates. Estimates and assumptions are periodically reviewed, and the effects of revisions are reflected in the unaudited consolidated financial statements in the period they are determined to be necessary. Significant areas that require management’s estimates include the fair value of the common stock and convertible promissory notes prior to the Merger, the fair value of the Series A Preferred Stock and Series B Preferred Stock, fair value of the purchase options under the Loan Agreement, stock-based compensation assumptions, the estimated useful lives of property and equipment and accrued research and development expenses. |
Freestanding and Embedded Common Stock Purchase Options | Freestanding and Embedded Common Stock Purchase Options Equity-linked purchase options issued in connection with the Loan Agreement (as defined below) are assessed to determine whether they are freestanding or embedded with the host instrument under ASC 815, Derivatives and Hedging-Contracts in Entity’s Own Equity |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash. |
Segment Reporting | Segment Reporting Operating segments are defined as components of an entity for which discrete financial information is both available and regularly reviewed by its chief operating decision maker or decision-making group. The Company views its operations and manages its business in one |
Warrants | Warrants As the result of the Merger, the Company accounts for its warrants originally sold as part of Semper Paratus’s initial public offering (the “IPO”) in accordance with ASC 815, and considering ASC 480, Distinguishing Liabilities from Equity |
Fair Value Measurements | 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. The Company’s recurring fair value measurements consist of the convertible promissory notes prior to the Merger, for which the Company elected the fair value option to reduce accounting complexity and private warrants after the Merger. Such fair value measurements are Level 3 inputs. The following table provides a roll-forward of the aggregate fair values of the Company’s convertible promissory notes. SCHEDULE OF FAIR VALUE MEASUREMENT Balance at January 1, 2024 $ 94,932,000 - Accrued interest expense 159,305 Change in fair value (48,468,678 ) Derecognition upon conversion of convertible promissory notes (46,622,627 ) Balance at June 30, 2024 $ — Balance at January 1, 2023 $ 39,297,000 Initial fair value at issuance 2,500,000 Accrued interest expense 589,135 Change in fair value 47,842,865 Balance at June 30, 2023 $ 90,229,000 The Company used the probability weighted expected return method valuation methodology to determine the fair value of the convertible promissory notes prior to the Merger. Significant assumptions and ranges used in determining the fair value of convertible promissory notes prior to the Merger included volatility ( 80 35 36 85 95 There were no transfers between levels during the six months ended June 30, 2024 and 2023. Tevogen Bio Holdings Inc. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Upon the Closing, the Company acquired private warrants the fair value of which decreased by $ 6,815 SCHEDULE OF FAIR VALUES OF WARRANTS Derivative Balance at February 15, 2024 $ — Initial fair value at issuance 29,000 Change in fair value (6,815 ) Balance at June 30, 2024 $ 22,185 In June 2024, the Company acquired written call options, the fair value of which decreased by $ 161,786 Written call option derivative liabilities Balance at February 15, 2024 $ — Initial fair value at issuance 375,000 Change in fair value (161,786 ) Balance at June 30, 2024 $ 213,214 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS Level Quoted Significant Significant Liabilities: Derivative warrant liabilities 3 $ — $ — $ 22,185 Written call option derivative liabilities 3 $ — $ — $ 213,214 The Company’s nonrecurring fair value measurements consist of Series A Preferred Stock. Such fair value measurements are Level 3 inputs. The Company determined the fair value of Series A Preferred Stock using a Monte Carlo simulation. Key inputs utilized in the Monte Carlo simulation to estimate fair value of Series A Preferred Stock included a range of volatility between 75 85 0.5 10.0 4.3 5.3 2,000,000 In June 2024, the Company entered into a Loan Agreement (the “Loan Agreement”) with The Patel Family, LLP (the “Lender”), a related party of the Company, providing for an unsecured line of credit facility (the “Facility”) for term loans of up to $ 36,000,000 14,000,000 36,000,000 10.00 72.5 4.94 |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The Company computes basic net income (loss) per share by dividing net income (loss) by the weighted-average common stock outstanding during the period. The Company determined that each outstanding share of preferred stock and restricted common stock would participate in earnings available to common stockholders but would not participate in losses. The Company computes diluted net income (loss) per share by dividing the net income (loss) by the sum of the weighted-average number of common stock outstanding during the period, plus the potential dilutive effects, if any, of potentially dilutive securities. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815 -40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Tevogen Bio Holdings Inc. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
SCHEDULE OF FAIR VALUE MEASUREMENT | SCHEDULE OF FAIR VALUE MEASUREMENT Balance at January 1, 2024 $ 94,932,000 - Accrued interest expense 159,305 Change in fair value (48,468,678 ) Derecognition upon conversion of convertible promissory notes (46,622,627 ) Balance at June 30, 2024 $ — Balance at January 1, 2023 $ 39,297,000 Initial fair value at issuance 2,500,000 Accrued interest expense 589,135 Change in fair value 47,842,865 Balance at June 30, 2023 $ 90,229,000 |
SCHEDULE OF FAIR VALUES OF WARRANTS | SCHEDULE OF FAIR VALUES OF WARRANTS Derivative Balance at February 15, 2024 $ — Initial fair value at issuance 29,000 Change in fair value (6,815 ) Balance at June 30, 2024 $ 22,185 Written call option derivative liabilities Balance at February 15, 2024 $ — Initial fair value at issuance 375,000 Change in fair value (161,786 ) Balance at June 30, 2024 $ 213,214 |
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS Level Quoted Significant Significant Liabilities: Derivative warrant liabilities 3 $ — $ — $ 22,185 Written call option derivative liabilities 3 $ — $ — $ 213,214 |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
SCHEDULE OF NET LIABILITIES ACQUIRED IN MERGER | The following table shows the net liabilities acquired in the Merger: SCHEDULE OF NET LIABILITIES ACQUIRED IN MERGER February 14, 2024 Cash $ 229,328 Due from Sponsor 158,819 Prepaid expenses and other assets 2,501 Accounts payable (96,175 ) Accrued expenses (1,269,126 ) Notes payable (1,651,000 ) Derivative warrant liabilities (29,000 ) Total net liabilities acquired (2,654,653 ) Plus: Merger transaction costs limited to cash acquired (229,328 ) Total net liabilities acquired plus transaction costs $ (2,883,981 ) |
ACCRUED EXPENSES AND OTHER LI_2
ACCRUED EXPENSES AND OTHER LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES | Accrued expenses and other liabilities consisted of the following: SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES June 30, December, 31 2024 2023 Professional services $ 1,387,446 $ 976,301 Other 388,601 120,149 Total $ 1,776,047 $ 1,096,450 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF RESTRICTED STOCK AND RSU ACTIVITY | Restricted Stock and RSU activity was as follows: SCHEDULE OF RESTRICTED STOCK AND RSU ACTIVITY Service-Based Restricted Stock Performance-Based RSUs Shares Weighted Shares Weighted Nonvested as of January 1, 2024 — $ — 10,900,128 $ 2.97 Granted 19,348,954 4.51 — — Vested — — (7,174,362 ) 2.85 Forfeited — — — — Nonvested as of June 30, 2024 19,348,954 $ 4.51 3,725,766 $ 3.19 |
SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE | The Company recorded stock-based compensation expense in the following expense categories in the accompanying consolidated statements of operations: SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE Three months ended Six months ended June 30, 2024 June 30, 2024 Research and development $ 3,010,944 $ 22,746,840 General and administrative 1,131,276 7,728,629 Total $ 4,142,220 $ 30,475,469 |
STOCKHOLDERS_ DEFICIT (Tables)
STOCKHOLDERS’ DEFICIT (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
SCHEDULE OF RECONCILIATION OF SHARES OF COMMON STOCK ISSUED AND OUTSTANDING | Below is a reconciliation of shares of common stock issued and outstanding: SCHEDULE OF RECONCILIATION OF SHARES OF COMMON STOCK ISSUED AND OUTSTANDING June 30, 2024 Total shares of common stock legally issued and outstanding 168,826,402 Plus: shares to be issued: Vested Performance-Based RSUs from satisfaction of liquidity condition upon the Closing (a) 5,462,378 Less: Shares subject to future vesting: Issuance of restricted common stock subject to forfeiture (b) (19,348,954 ) Total shares issued and outstanding 154,939,826 (a) As of June 30, 2024, there were Performance-Based RSUs that had vested when the liquidity condition applicable to such awards was satisfied upon the Closing but had not been legally settled into common stock. See Note 8 for additional information. (b) Dr. Saadi will automatically forfeit all unvested Restricted Stock granted pursuant to the Special RSU Award in the event he departs the Company. See Note 8 for additional information on the Special RSU Award. |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF NET LOSS PER SHARE | The following table sets forth the computation of basic and diluted income (loss) per share: SCHEDULE OF NET LOSS PER SHARE 2024 2023 2024 2023 Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Numerator: Net income (loss) $ (9,663,447 ) $ (22,184,353 ) $ 1,601,395 $ (52,940,497 ) Less: Cumulative undeclared Series A dividends (24,932 ) — (26,301 ) — Add: Series B repurchase 3,613,000 — 3,613,000 — Less: Undistributed earnings allocated to participating securities — — (143,187 ) — Net income (loss) attributable to common stockholders, basic $ (6,075,379 ) $ (22,184,353 ) $ 5,044,907 $ (52,940,497 ) Net income (loss) $ (9,663,447 ) $ (22,184,353 ) $ 1,601,395 $ (52,940,497 ) Less: Cumulative undeclared Series A dividends (24,932 ) — (26,301 ) — Add: Series B repurchase 3,613,000 — 3,613,000 — Less: Convertible promissory note interest — — 155,786 — Less: Convertible promissory note change in fair value — — (48,468,678 ) — Net loss attributable to common stockholders, diluted $ (6,075,379 ) $ (22,184,353 ) $ (43,124,798 ) $ (52,940,497 ) Denominator: Weighted average common stock outstanding, basic 154,167,090 119,999,989 145,655,205 119,999,989 Net income (loss) per share attributable to common stockholders, basic $ (0.04 ) $ (0.18 ) $ 0.03 $ (0.44 ) Weighted average common stock outstanding, basic 154,167,090 119,999,989 145,655,205 119,999,989 Effect of potentially dilutive convertible promissory notes — — 2,499,156 — Total potentially dilutive securities — — 2,499,156 — Weighted average common stock outstanding, diluted 154,167,090 119,999,989 148,154,361 119,999,989 Net loss per share attributable to common stockholders - diluted $ (0.04 ) $ (0.18 ) $ (0.29 ) $ (0.44 ) |
SCHEDULE OF ANTI-DILUTIVE NET LOSS PER SHARE | SCHEDULE OF ANTI-DILUTIVE NET LOSS PER SHARE 2024 2023 June 30, 2024 2023 Outstanding restricted stock units (a) 3,725,766 10,360,375 Restricted Stock 19,348,954 — Public warrants 17,249,978 — Private warrants 725,000 — Convertible promissory notes (b) — 1,544,602 Earnout Shares 24,500,000 — Total 65,549,698 11,904,977 (a) As of June 30, 2024, there were an additional 5,462,378 (b) The number of shares were determined based on the conversion upon maturity provisions in the convertible promissory note agreements, dividing the conversion amount (principal plus accrued interest) by three times the estimated fair value of the Company’s common stock derived from the Company’s most recently completed convertible promissory notes valuation as of the balance sheet date. |
NATURE OF BUSINESS (Details Nar
NATURE OF BUSINESS (Details Narrative) | Jun. 30, 2024 | Feb. 14, 2024 |
Tevogen Bio [Member] | ||
Equity ownership percentage | 91% | |
Semper Paratus [Member] | ||
Equity ownership percentage | 9.10% | |
Common Stock [Member] | ||
Share exchange ratio | 4.85 |
DEVELOPMENT-STAGE RISKS AND L_2
DEVELOPMENT-STAGE RISKS AND LIQUIDITY (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2024 | Jul. 31, 2024 | Dec. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Accumulated deficit | $ 98,056,342 | $ 99,657,737 | |
Cash | 1,135,390 | 1,052,397 | |
Drawing down term loans | 1,000,000 | ||
Drawing down term loans net | 36,000,000 | ||
Company drew | $ 1,651,000 | ||
Loan Agreement [Member] | Subsequent Event [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Company drew | $ 500,000 |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENT (Details) - Fair Value, Inputs, Level 3 [Member] - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Platform Operator, Crypto Asset [Line Items] | ||
Fair value beginning balance | $ 94,932,000 | $ 39,297,000 |
Initial fair value at issuance | 2,500,000 | |
Accrued interest expense | 159,305 | 589,135 |
Change in fair value | (48,468,678) | 47,842,865 |
Derecognition upon conversion of convertible promissory notes | (46,622,627) | |
Fair value ending balance | $ 90,229,000 |
SCHEDULE OF FAIR VALUES OF WARR
SCHEDULE OF FAIR VALUES OF WARRANTS (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | |
Platform Operator, Crypto Asset [Line Items] | |||||
Derivative warrant liabilities, Balance | |||||
Change in fair value | $ (38,788) | (6,815) | |||
Derivative warrant liabilities, Balance | 22,185 | $ 22,185 | 22,185 | ||
Call Option [Member] | |||||
Platform Operator, Crypto Asset [Line Items] | |||||
Change in fair value | (161,786) | ||||
Warrant [Member] | |||||
Platform Operator, Crypto Asset [Line Items] | |||||
Change in fair value | (6,815) | ||||
Fair Value, Inputs, Level 3 [Member] | Call Option [Member] | |||||
Platform Operator, Crypto Asset [Line Items] | |||||
Derivative warrant liabilities, Balance | |||||
Initial fair value at issuance | 375,000 | ||||
Change in fair value | (161,786) | ||||
Derivative warrant liabilities, Balance | 213,214 | 213,214 | 213,214 | ||
Fair Value, Inputs, Level 3 [Member] | Warrant [Member] | |||||
Platform Operator, Crypto Asset [Line Items] | |||||
Derivative warrant liabilities, Balance | |||||
Initial fair value at issuance | 29,000 | ||||
Change in fair value | (6,815) | ||||
Derivative warrant liabilities, Balance | $ 22,185 | $ 22,185 | $ 22,185 |
SCHEDULE OF ASSETS AND LIABILIT
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Platform Operator, Crypto Asset [Line Items] | ||
Derivative warrant liabilities | $ 22,185 | |
Written call option derivativeliability | 213,214 | |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Derivative warrant liabilities | ||
Written call option derivativeliability | ||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Derivative warrant liabilities | ||
Written call option derivativeliability | ||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Derivative warrant liabilities | 22,185 | |
Written call option derivativeliability | $ 213,214 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 USD ($) $ / shares | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) Segment $ / shares shares | Jun. 30, 2023 USD ($) | |
Property, Plant and Equipment [Line Items] | ||||
Number of operating segments | Segment | 1 | |||
Decrease in fair value of warrants | $ 38,788 | $ 6,815 | ||
Cash received upon issuance of preferred stock | $ 2,000,000 | |||
Free standing purchase options | shares | 14,000,000 | |||
Embedded options | shares | 36,000,000 | |||
Share Price | $ / shares | $ 10 | $ 10 | ||
Loan Agreement [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Line of credit facility | $ 36,000,000 | $ 36,000,000 | ||
Series A Preferred Stock [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Cash received upon issuance of preferred stock | 2,000,000 | |||
Call Option [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Decrease in fair value of warrants | 161,786 | |||
Warrant [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Decrease in fair value of warrants | $ 6,815 | |||
Minimum [Member] | Series A Preferred Stock [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Range in years | 6 months | 6 months | ||
Maximum [Member] | Series A Preferred Stock [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Range in years | 10 years | 10 years | ||
Measurement Input, Price Volatility [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Convertible promissory notes measurement input | 80 | 80 | ||
Measurement Input, Price Volatility [Member] | Minimum [Member] | Series A Preferred Stock [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Stock, measurement input | 75 | 75 | ||
Measurement Input, Price Volatility [Member] | Maximum [Member] | Series A Preferred Stock [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Stock, measurement input | 85 | 85 | ||
Measurement Input, Discount Rate [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Alternative Investment, Measurement Input | 4.94 | 4.94 | ||
Measurement Input, Discount Rate [Member] | Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Convertible promissory notes measurement input | 35 | 35 | ||
Measurement Input, Discount Rate [Member] | Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Convertible promissory notes measurement input | 36 | 36 | ||
Probability of Future Liquidity [Member] | Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Convertible promissory notes measurement input | 85 | 85 | ||
Probability of Future Liquidity [Member] | Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Convertible promissory notes measurement input | 95 | 95 | ||
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | Series A Preferred Stock [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Stock, measurement input | 4.3 | 4.3 | ||
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | Series A Preferred Stock [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Stock, measurement input | 5.3 | 5.3 | ||
Measurement Input, Option Volatility [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Alternative Investment, Measurement Input | 72.5 | 72.5 |
SCHEDULE OF NET LIABILITIES ACQ
SCHEDULE OF NET LIABILITIES ACQUIRED IN MERGER (Details) | Feb. 14, 2024 USD ($) |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Cash | $ 229,328 |
Due from Sponsor | 158,819 |
Prepaid expenses and other assets | 2,501 |
Accounts payable | (96,175) |
Accrued expenses | (1,269,126) |
Notes payable | (1,651,000) |
Derivative warrant liabilities | (29,000) |
Total net liabilities acquired | (2,654,653) |
Plus: Merger transaction costs limited to cash acquired | (229,328) |
Total net liabilities acquired plus transaction costs | $ (2,883,981) |
BUSINESS COMBINATION (Details N
BUSINESS COMBINATION (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Feb. 14, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Common stock, shares outstanding | 164,614,418 | 168,826,402 | 168,826,402 | 119,999,989 | |||
Merger transaction costs | $ 7,728,681 | $ 7,499,353 | |||||
Transaction costs charged to equity | 229,328 | ||||||
Issuance of Series B preferred stock | $ 3,613,000 | $ 3,613,000 | |||||
Earnout Shares [Member] | |||||||
Earnout shares issuable | 24,500,000 | ||||||
Tevogen Bio [Member] | |||||||
Ownership percentage | 91% | 91% |
EARNOUT SHARES (Details Narrati
EARNOUT SHARES (Details Narrative) - $ / shares | Jun. 30, 2024 | Feb. 14, 2024 |
Earnout Shares [Member] | ||
Earnout shares | 24,500,000 | |
Tevogen Bio Common Stock [Member] | Share-Based Payment Arrangement, Tranche One [Member] | Common Stock [Member] | ||
Shares issued, price per share | $ 15 | |
Tevogen Bio Common Stock [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | Common Stock [Member] | ||
Shares issued, price per share | 17.50 | |
Tevogen Bio Common Stock [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | Common Stock [Member] | ||
Shares issued, price per share | $ 20 | |
Tevogen Bio Common Stock [Member] | Earnout Shares [Member] | ||
Earnout shares | 20,000,000 | |
Tevogen Bio Common Stock [Member] | Earnout Shares [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||
Earnout shares | 6,666,667 | |
Tevogen Bio Common Stock [Member] | Earnout Shares [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||
Earnout shares | 6,666,667 | |
Tevogen Bio Common Stock [Member] | Earnout Shares [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | ||
Earnout shares | 6,666,666 | |
Sponsor [Member] | Earnout Shares [Member] | ||
Earnout shares | 4,500,000 | |
Sponsor [Member] | Earnout Shares [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | ||
Earnout shares | 1,500,000 |
SCHEDULE OF ACCRUED EXPENSES AN
SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Professional services | $ 1,387,446 | $ 976,301 |
Other | 388,601 | 120,149 |
Total | $ 1,776,047 | $ 1,096,450 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||
Jun. 06, 2024 | May 31, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | ||||
Share price | $ 10 | |||
Loss on issuance of commitment | $ 890,000 | |||
Lender issuance date fair value | 105,000 | |||
Additional issuance date fair value | 270,000 | |||
Notes payable | 1,651,000 | |||
Polar Multi-Strategy Master Fund [Member] | ||||
Debt Instrument [Line Items] | ||||
Notes payable | $ 1,651,000 | |||
Issuance of common stock as loan consideration for Polar | 1,500,000 | |||
Loan Agreement [Member] | The Patel Family LLP [Member] | ||||
Debt Instrument [Line Items] | ||||
Issuance of commitment shares in connection with unsecured equity line of credit facility | 1,000,000 | |||
Option to purchase common stock, value | $ 14,000,000 | |||
Percentage of price of common stock purchased | 70% | |||
Purchase, price per share | $ 10 | |||
Derivative liability | $ 14,000,000 | |||
Loan Agreement [Member] | The Patel Family LLP [Member] | Additional Amount Purchase Option [Member] | ||||
Debt Instrument [Line Items] | ||||
Purchase, price per share | $ 10 | |||
Loan Agreement [Member] | The Patel Family LLP [Member] | Unsecured Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit maximum borrowing capacity | $ 36,000,000 | |||
Line of credit borrowing capacity per month | $ 1,000,000 | |||
Debt maturity date | 48 months | |||
Debt instrument variable rate | 2% | |||
Debt instrument interest rate | 7% | |||
Share price | $ 1.50 | |||
Loan Agreement [Member] | The Patel Family LLP [Member] | Unsecured Debt [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Share price | $ 1.50 |
SCHEDULE OF RESTRICTED STOCK AN
SCHEDULE OF RESTRICTED STOCK AND RSU ACTIVITY (Details) | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Service-Based Restricted Stock [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Nonvested Shares, Beginning | shares | |
Nonvested weighted average grant-date fair value, Beginning | $ / shares | |
Nonvested Shares, Granted | shares | 19,348,954 |
Nonvested weighted average grant-date fair value, Granted | $ / shares | $ 4.51 |
Nonvested Shares, Vested | shares | |
Nonvested weighted average grant-date fair value, Vested | $ / shares | |
Nonvested Shares, Forfeited | shares | |
Nonvested weighted average grant-date fair value, Forfeited | $ / shares | |
Nonvested Shares, Ending | shares | 19,348,954 |
Nonvested weighted average grant-date fair value, Ending | $ / shares | $ 4.51 |
Performance-Based RSUs [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Nonvested Shares, Beginning | shares | 10,900,128 |
Nonvested weighted average grant-date fair value, Beginning | $ / shares | $ 2.97 |
Nonvested Shares, Granted | shares | |
Nonvested weighted average grant-date fair value, Granted | $ / shares | |
Nonvested Shares, Vested | shares | (7,174,362) |
Nonvested weighted average grant-date fair value, Vested | $ / shares | $ 2.85 |
Nonvested Shares, Forfeited | shares | |
Nonvested weighted average grant-date fair value, Forfeited | $ / shares | |
Nonvested Shares, Ending | shares | 3,725,766 |
Nonvested weighted average grant-date fair value, Ending | $ / shares | $ 3.19 |
SCHEDULE OF STOCK-BASED COMPENS
SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | $ 4,142,220 | $ 30,475,469 |
Research and Development Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | 3,010,944 | 22,746,840 |
General and Administrative Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | $ 1,131,276 | $ 7,728,629 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Feb. 14, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jul. 01, 2024 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Compensation cost recognized | $ 30,475,469 | ||||||
Number of shares issuable | [1] | 5,462,378 | 5,462,378 | ||||
Stock-based compensation expense recognized | $ 0 | $ 0 | |||||
Performance-Based RSUs [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Compensation cost recognized | $ 1,966,603 | $ 27,200,090 | |||||
Number of shares issued and outstading RSU | 1,711,984 | ||||||
Unrecognized compensation cost | 5,138,040 | $ 5,138,040 | |||||
Weighted average period for recognition | 10 months 24 days | ||||||
Performance-Based RSUs [Member] | Subsequent Event [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Number of shares issuable | 5,462,378 | ||||||
Restricted Stock [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Unrecognized compensation cost | $ 83,988,402 | $ 83,988,402 | |||||
Weighted average period for recognition | 9 years 7 months 6 days | ||||||
2024 Plan [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Number of shares authorized for grant | 40,000,000 | 40,000,000 | |||||
Number of shares available for grant | 20,651,046 | 20,651,046 | |||||
2024 Plan [Member] | Chief Executive Officer [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Number of shares issued for RSUs | 19,348,954 | ||||||
Fair value per share for award | $ 4.51 | ||||||
Grant date fair value of shares | $ 87,263,783 | ||||||
[1]As of June 30, 2024, there were Performance-Based RSUs that had vested when the liquidity condition applicable to such awards was satisfied upon the Closing but had not been legally settled into common stock. See Note 8 for additional information. |
SCHEDULE OF RECONCILIATION OF S
SCHEDULE OF RECONCILIATION OF SHARES OF COMMON STOCK ISSUED AND OUTSTANDING (Details) - shares | Jun. 30, 2024 | Feb. 14, 2024 | Dec. 31, 2023 | |
Equity [Abstract] | ||||
Total shares of common stock legally issued | 168,826,402 | 119,999,989 | ||
Total shares of common stock legally outstanding | 168,826,402 | 164,614,418 | 119,999,989 | |
Vested Performance-Based RSUs from satisfaction of liquidity condition upon the Closing | [1] | 5,462,378 | ||
Issuance of restricted common stock subject to forfeiture | [2] | (19,348,954) | ||
Total shares issued and outstanding | 154,939,826 | |||
[1]As of June 30, 2024, there were Performance-Based RSUs that had vested when the liquidity condition applicable to such awards was satisfied upon the Closing but had not been legally settled into common stock. See Note 8 for additional information.[2]Dr. Saadi will automatically forfeit all unvested Restricted Stock granted pursuant to the Special RSU Award in the event he departs the Company. See Note 8 for additional information on the Special RSU Award. |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Mar. 27, 2024 | Mar. 15, 2024 | Mar. 31, 2024 | Nov. 30, 2021 | Mar. 31, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Feb. 14, 2024 | Dec. 31, 2023 | |
Class of Stock [Line Items] | |||||||||
Common shares, shares issued | 168,826,402 | 119,999,989 | |||||||
Common shares, shares outstanding | 168,826,402 | 164,614,418 | 119,999,989 | ||||||
Preferred stock, shares authorized | 20,000,000 | ||||||||
Preferred shares, par value | $ 0.0001 | ||||||||
Share price | $ 10 | ||||||||
Proceeds from issuance of preferred stock | $ 2,000,000 | ||||||||
Loss on preferred stock issuance | $ 799,990 | ||||||||
Stock issuance, value | $ 2,799,990 | ||||||||
Semper Paratus [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of warrants issued | 17,975,000 | ||||||||
Semper Paratus [Member] | Private Placement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of warrants issued | 725,000 | ||||||||
Number of warrants outstanding | 725,000 | ||||||||
Semper Paratus [Member] | Public Warrants [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Exercise price | $ 11.50 | ||||||||
Exercisable date | Mar. 15, 2024 | ||||||||
Warrants redemption description | The Company may redeem the public warrants if the Company’s common stock equals or exceeds $18.00 per share for 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the holders of public warrants. | ||||||||
Number of warrants outstanding | 17,249,978 | ||||||||
Semper Paratus [Member] | Public Warrants [Member] | IPO [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of warrants issued | 17,250,000 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized | 2,000 | 2,000 | 2,000 | ||||||
Preferred shares, par value | $ 0.0001 | ||||||||
Preferred stock, shares issued | 500 | ||||||||
Proceeds from issuance of preferred stock | $ 2,000,000 | ||||||||
Dividend rate, percentage | 5% | ||||||||
Dividend variable rate, description | the Series A Original Issue Price, which rate will automatically increase by 2% every year that the Series A remains outstanding (the “Series A Accruing Dividends”) | ||||||||
Redemption price per share | $ 5 | ||||||||
Redemption term | the twenty days immediately prior to the Company’s call election | ||||||||
Conversion price per share | $ 4 | ||||||||
Preferred stock shares outstanding | 500 | ||||||||
Series A Preferred Stock [Member] | Investor [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares issued | 500 | 500 | |||||||
Share price | $ 4,000 | $ 4,000 | |||||||
Proceeds from issuance of preferred stock | $ 2,000,000 | ||||||||
Loss on preferred stock issuance | $ 799,990 | ||||||||
Price per share | $ 5,600 | $ 5,600 | |||||||
Series A1 Preferred Stock [Member] | Investor [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares issued | 0 | ||||||||
Share price | $ 10,000 | ||||||||
Dividend variable rate, description | The terms of the Series A-1 Preferred Stock are identical to the Series A, except that the cumulative dividends are capped at 15% per annum, and the Series A-1 Issuance Price is defined as $10,000 per share | ||||||||
Stock issuance | 600 | ||||||||
Stock issuance, value | $ 6,000,000 | ||||||||
Non refundable deposist paid | $ 3,000,000 | ||||||||
Preferred stock shares outstanding | 0 | ||||||||
Series B Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock shares outstanding | 0 | ||||||||
Conversion of certain liabilities into Series B preferred stock, shares | 3,613 | ||||||||
Conversion of certain liabilities into Series B preferred stock | $ 3,613,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |
Jan. 31, 2023 | Jun. 30, 2024 | Jun. 06, 2024 | |
Related Party Transaction [Line Items] | |||
Sponsor advisory service fee | $ 2,000,000 | ||
Sponsor advisory services fee payable | 250,000 | ||
Compensation cost recognized | $ 800,396 | ||
Performance-Based RSUs [Member] | Wife of Chief Executive Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Shares issued to related party | 40,000 | ||
Sponsor Advisory Services Fee [Member] | |||
Related Party Transaction [Line Items] | |||
Shares issued to related party | 150,000 | ||
Sponsor [Member] | |||
Related Party Transaction [Line Items] | |||
Sponsor fee payable offset | $ 250,000 | ||
Due from related party | $ 158,819 | ||
Mehtaphoric Consulting Inc [Member] | |||
Related Party Transaction [Line Items] | |||
Shares issued to related party | 20,000 | ||
The Patel Family LLP [Member] | Loan Agreement [Member] | Unsecured Debt [Member] | |||
Related Party Transaction [Line Items] | |||
Line of credit maximum borrowing capacity | $ 36,000,000 |
SCHEDULE OF NET LOSS PER SHARE
SCHEDULE OF NET LOSS PER SHARE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Earnings Per Share [Abstract] | ||||||
Net income (loss) | $ (9,663,447) | $ 11,264,842 | $ (22,184,353) | $ (30,756,144) | $ 1,601,395 | $ (52,940,497) |
Less: Cumulative undeclared Series A dividends | (24,932) | (26,301) | ||||
Add: Series B repurchase | 3,613,000 | 3,613,000 | ||||
Less: Undistributed earnings allocated to participating securities | (143,187) | |||||
Net income (loss) attributable to common stockholders, basic | (6,075,379) | (22,184,353) | 5,044,907 | (52,940,497) | ||
Less: Cumulative undeclared Series A dividends | (24,932) | (26,301) | ||||
Add: Series B repurchase | 3,613,000 | 3,613,000 | ||||
Less: Convertible promissory note interest | 155,786 | |||||
Less: Convertible promissory note change in fair value | (48,468,678) | |||||
Net loss attributable to common stockholders, diluted | $ (6,075,379) | $ (22,184,353) | $ (43,124,798) | $ (52,940,497) | ||
Weighted average common stock outstanding, basic | 154,167,090 | 119,999,989 | 145,655,205 | 119,999,989 | ||
Net income (loss) per share attributable to common stockholders, basic | $ (0.04) | $ (0.18) | $ 0.03 | $ (0.44) | ||
Effect of potentially dilutive convertible promissory notes | 2,499,156 | |||||
Total potentially dilutive securities | 2,499,156 | |||||
Weighted average common stock outstanding, diluted | 154,167,090 | 119,999,989 | 148,154,361 | 119,999,989 | ||
Net loss per share attributable to common stockholders - diluted | $ (0.04) | $ (0.18) | $ (0.29) | $ (0.44) |
SCHEDULE OF ANTI-DILUTIVE NET L
SCHEDULE OF ANTI-DILUTIVE NET LOSS PER SHARE (Details) - shares | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 65,549,698 | 11,904,977 | |
Restricted Stock Units (RSUs) [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | [1] | 3,725,766 | 10,360,375 |
Restricted Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 19,348,954 | ||
Public Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 17,249,978 | ||
Private Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 725,000 | ||
Convertible Debt Securities [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | [2] | 1,544,602 | |
Earnout Shares [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 24,500,000 | ||
[1]As of June 30, 2024, there were an additional 5,462,378 |
SCHEDULE OF ANTI-DILUTIVE NET_2
SCHEDULE OF ANTI-DILUTIVE NET LOSS PER SHARE (Details) (Parenthetical) | 6 Months Ended |
Jun. 30, 2024 shares | |
Restricted Stock Units (RSUs) [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock option vested | 5,462,378 |
NET INCOME (LOSS) PER SHARE (De
NET INCOME (LOSS) PER SHARE (Details Narrative) $ in Millions | Jun. 06, 2024 USD ($) |
Loan Agreement [Member] | The Patel Family LLP [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Derivative liability | $ 14 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Aug. 31, 2024 | Jul. 15, 2024 |
Subsequent Event [Member] | Unsecured Debt [Member] | ||
Subsequent Event [Line Items] | ||
Long-Term Line of Credit | $ 500,000 | $ 500,000 |