Financial Performance - Tevogen Bio reported a net loss of $5.7 million for the three months ended September 30, 2025, compared to a net loss of $5.9 million for the same period in 2024, primarily due to non-cash stock-based compensation and personnel costs [142]. - For the nine months ended September 30, 2025, the net loss was $21.6 million, significantly higher than the $4.3 million loss for the same period in 2024 [142]. - As of September 30, 2025, Tevogen Bio had an accumulated deficit of $135.0 million and cash reserves of $1.0 million [142]. - The net loss for the nine months ended September 30, 2025, was $21.6 million, compared to a net loss of $4.3 million for the same period in 2024 [167]. - The adjusted loss from operations for the nine months ended September 30, 2025, was $7.8 million, compared to $10.4 million for the same period in 2024 [178]. - For the nine months ended September 30, 2025, the company incurred a loss from operations of $21.5 million, compared to a loss of $44.2 million for the same period in 2024 [178]. Research and Development - The first clinical product, TVGN 489, completed a Phase 1 trial with no dose-limiting toxicities and met secondary endpoints, showing a rapid reduction in viral load [132]. - Tevogen Bio's ExacTcell technology is designed to develop off-the-shelf T cell therapies for various diseases, including COVID-19 and cancers [130]. - Research and development expenses for the three months ended September 30, 2025, were $3.1 million, a decrease from $3.3 million in the same period in 2024, primarily due to lower stock-based compensation [162]. - Research and development expenses for the nine months ended September 30, 2025, were $9.0 million, a substantial decrease from $28.2 million in 2024, attributed to lower non-cash stock-based compensation [168]. - The company expects to incur increased expenses related to ongoing clinical trials and commercialization efforts for product candidates, particularly TVGN 489 [195]. Funding and Financial Position - The company entered into a Loan Agreement providing for an unsecured line of credit facility of up to $36.0 million, with a contingent option for the Patel Family to purchase at least $14.0 million of common stock [144]. - Tevogen Bio received a grant of $2.0 million from KRHP LLC in January 2025 to support the development of precision T cell therapeutics [145]. - As of the report date, the company has approximately $1.0 million in cash on hand, with additional funding sources including $7.0 million from KRHP grants, ensuring operational funding for at least the next 12 months [147]. - The company raised aggregate gross proceeds of $24.0 million from the sale of convertible promissory notes since January 2021 [179]. - Between July 3, 2025, and September 30, 2025, the company sold approximately 2.9 million shares of common stock at a weighted average price of $1.10, resulting in gross proceeds of approximately $3.2 million [181]. - The company plans to utilize the remaining $7.0 million grant commitment from KRHP for ongoing operational expenses [190]. - The company anticipates needing additional funding to fully implement its business, operating, and development plans [195]. Expenses and Obligations - General and administrative expenses for the three months ended September 30, 2025, were $2.6 million, down from $2.8 million in 2024, mainly due to reduced legal and professional fees [163]. - General and administrative expenses for the nine months ended September 30, 2025, totaled $12.5 million, down from $16.0 million in 2024, primarily due to lower legal fees and personnel costs [169]. - Total operating expenses for the nine months ended September 30, 2025, were $21.5 million, significantly lower than $44.2 million for the same period in 2024 [167]. - Interest expense for the three months ended September 30, 2025, was $0.1 million, an increase from $0.0 million in the same period in 2024 [164]. - The total contractual obligations as of September 30, 2025, amount to $8,570,291, with $2,067,295 due within one year [199]. - Operating lease commitments are $2,430,736, with $327,740 due within one year [199]. - Notes payable obligations total $1,651,000, all due within one year [200]. - The loan agreement repayment obligation is $4,488,555, with $88,555 due within one year and $4,400,000 due in more than three years [199]. Strategic Initiatives - Tevogen.AI initiative aims to leverage artificial intelligence to enhance drug development and optimize clinical trials [133]. - The company is exploring various funding strategies, including private placements and partnerships, but may face challenges in obtaining favorable terms [198]. - The company must scale up manufacturing processes to support clinical trials for TVGN 489 and other product candidates [197]. - The company is assessing the costs and timing of future commercialization activities for TVGN 489 and other candidates [197]. - The company is focused on maintaining acceptance of approved products by patients and third-party payors [197]. - Tevogen Bio has amended its lease agreement to double the leased space and extend the lease term until February 2033, with operations starting in July 2025 [202]. - The company evaluates its critical accounting policies and estimates regularly, which may affect reported financial results [203].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________to__________ Commission File Number: 001-41002 Tevogen Bio Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 98-1597194 ( ...

Financial Performance - Tevogen Bio reported a net loss of $10.4 million for the three months ended March 31, 2025, compared to a net loss of $11.3 million for the same period in 2024, primarily due to non-cash stock-based compensation expenses [136]. - As of March 31, 2025, Tevogen Bio had an accumulated deficit of $123.8 million and cash reserves of $2.0 million [136]. - Research and development expenses for the three months ended March 31, 2025, were $3.2 million, a decrease of 84.7% from $20.8 million for the same period in 2024 [157]. - General and administrative expenses for the three months ended March 31, 2025, were $7.2 million, down 17.7% from $8.7 million in the same period in 2024 [158]. - Cash used in operating activities for the three months ended March 31, 2025, was $3.3 million, compared to $2.2 million for the same period in 2024 [165]. - The company has net operating loss carryforwards of $25.6 million for federal and $27.8 million for state income tax purposes as of March 31, 2025 [154]. Funding and Financial Resources - Tevogen Bio has entered into a Loan Agreement with the Patel Family, providing up to $36.0 million in term loans over a draw period of thirty-six months [138]. - The company raised aggregate gross proceeds of $24.0 million from the sale of convertible promissory notes since January 2021 [163]. - The company has drawn $3.0 million from a Loan Agreement with a remaining $27.0 million available for future financing [163]. - The company has committed to providing the Patel Family an option to purchase $14.0 million of shares of Common Stock under the Loan Agreement [171]. - The company is exploring various funding strategies, including private placements and partnerships, to support future operations [177]. - The company expects to utilize $8.0 million in grant funding from KRHP for ongoing operational expenses through March 31, 2026 [176]. Product Development and Clinical Trials - The first clinical product, TVGN 489, has completed a Phase 1 proof-of-concept trial with no dose-limiting toxicities observed, and secondary endpoints showed a rapid reduction in viral load [126]. - Tevogen Bio's ExacTcell technology aims to develop off-the-shelf T cell therapies for infectious diseases and cancers, with a focus on maximizing immunologic specificity [124]. - The company has filed three U.S. patents related to TVGN 489, with expiration dates extending to December 2040 [131]. - The company plans to conduct clinical trials for TVGN 489 and other product candidates, which will require considerable financial resources [172]. - The company expects to incur significantly increased expenses associated with sales and marketing efforts if any product candidates obtain marketing approval [149]. - The company anticipates increased expenses related to commercialization efforts if marketing approval for TVGN 489 is obtained [174]. Operational Outlook - Tevogen Bio has not generated any revenue to date and does not expect to do so until marketing approval for TVGN 489 or another product candidate is obtained [141]. - The company is focused on expanding its research and development capabilities and building its manufacturing infrastructure [141]. - Tevogen Bio's cash on hand, combined with available loan amounts and grant funding, is expected to sustain operations for at least the next 12 months [140]. - The company expects to incur additional costs associated with operating as a public company, necessitating further funding [174]. - Total contractual obligations as of March 31, 2025, amount to $4,846,712, with $1,846,712 due within one year [179].

Financial Performance and Funding - The company has not generated revenue from product sales and has a history of significant losses[17] - The company is relying on an additional $8.0 million of grant funding that has not yet been received to meet liquidity needs[17] - The company anticipates substantial additional financing will be required to achieve its business objectives[17] - The company has a limited operating history with no products approved for commercial sale and has never generated revenue from product sales, resulting in significant losses[17] Product Development and Regulatory Challenges - The company is highly dependent on its first product candidate, TVGN 489, for the treatment of COVID-19 and Long COVID[13] - The FDA regulatory approval process for product candidates is lengthy and time-consuming, which may cause delays[17] - The FDA regulatory approval process for product candidates is lengthy and time-consuming, with potential delays and disruptions in development[17] - The company is developing additional product candidates through the use of its ExacTcell technology[13] - The company may not obtain marketing approval for product candidates due to failures by third parties[20] Clinical Trials and Market Entry - The company has limited experience in designing and implementing preclinical and clinical trials, which are complex and expensive[17] - The company may encounter difficulties in enrolling patients for its clinical trials[17] - The company may encounter difficulties in enrolling patients for clinical trials, which could hinder development timelines[17] - The company may face challenges in establishing sales and marketing capabilities for its product candidates[17] - The company is subject to extensive ongoing regulatory requirements and may face challenges in establishing sales and marketing capabilities[20] Competition and Operational Risks - The company may face substantial competition and will need to grow the size of its organization to meet market demands[20] - The manufacture of cell therapies involves numerous risks, and establishing manufacturing capabilities may not be successful[20] - The company is subject to various risks and uncertainties that could materially affect its business and financial condition[15] - The price of the company's common stock may fluctuate significantly, influenced by various market factors and operational challenges[20]

Financial Performance - The Company reported a net loss per share, with basic net loss calculated by dividing net loss by the weighted-average common stock outstanding during the period[52]. - The Company incurred total transaction costs of $7,728,681 related to the Merger, with $229,328 charged directly to equity and the remaining $7,499,353 classified as Merger transaction costs for the nine months ended September 30, 2024[58]. - The Merger resulted in the Company acquiring net liabilities of $(2,654,653), including accounts payable of $(96,175) and accrued expenses of $(1,269,126)[58]. - Stock-based compensation expense for the three months ended September 30, 2024, totaled $3,327,651, with $33,803,120 recognized for the nine months ended September 30, 2024[81]. - The Company has recognized $1,119,315 in compensation cost for Performance-Based RSUs for the three months ended September 30, 2024, with 3,532,446 shares issued and outstanding[78]. - As of September 30, 2024, there was $82,222,657 of unrecognized compensation cost related to Service-Based Restricted Stock and RSUs, to be expensed over an average of 9.0 years[78]. Capital Structure - The Company has 170,773,864 shares of common stock issued and outstanding as of September 30, 2024, with a total of 157,076,120 shares considered issued and outstanding for accounting purposes[82][83]. - The Company has authorized the issuance of up to 20,000,000 shares of preferred stock, with 2,500 shares of Series A Preferred Stock issued for gross proceeds of $2,000,000[85][86]. - The Series A Preferred Stock carries a cumulative dividend of 5% per annum, increasing by 2% each year it remains outstanding[87]. - The Company issued 600 shares of Series A-1 Preferred Stock for a gross purchase price of $6,000,000, with cumulative dividends capped at 15% per annum[94]. - The Series C Preferred Stock carries an annual 7.5% cumulative dividend, beginning on September 30, 2024, and ending on September 30, 2034[101]. - The Series C ranks subordinate to Series A and Series A-1 Preferred Stock and senior to common stock in liquidation priority[102]. - The Series A has an initial conversion price of $4.00 per share, subject to standard antidilution adjustments[93]. - The Company recorded the issuance of Series B shares at a fair value of $3,613,000, classified as permanent equity[95]. Debt and Financing - The Company entered into a Loan Agreement for an unsecured line of credit of up to $36,000,000, with $1,000,000 drawn as of September 30, 2024, leaving $33,000,000 available[66]. - The Company incurred $2,000,000 in fees to the Sponsor for advisory services, with $250,000 payable in cash and the remainder settled with shares of common stock[112]. - As of September 30, 2024, the Company had approximately $2.6 million remaining on its balance sheet related to Assumed Liabilities[96]. Fair Value Measurements - As of September 30, 2024, the fair value of the convertible promissory notes prior to the Merger was $0, with a balance of $94,932,000 at January 1, 2024, and a change in fair value of $(48,468,678)[44]. - The fair value of the Series A Preferred Stock was determined using a Monte Carlo Simulation, with key inputs including volatility between 75% to 85% and a risk-free interest rate between 4.3% and 5.3%[50]. - The Company’s embedded and freestanding purchase options were classified as liability-classified derivative instruments, measured at fair value, with changes recorded in the consolidated statements of operations[35]. - The fair value of private warrants decreased by $14,428 from the Closing Date to September 30, 2024, while the fair value of written call options decreased by $367,936 during the same period[48]. - The Company’s convertible promissory notes had an initial fair value of $39,297,000 at January 1, 2023, with a change in fair value of $49,122,865 by September 30, 2023[44]. Shareholder Equity and Options - The Company issued up to 24,500,000 Earnout Shares contingent on the stock price reaching specified thresholds of $15.00, $17.50, and $20.00 over a three-year period[61]. - The Company has a purchase option for the Lender to buy up to $14,000,000 of shares at 70% of the Trailing VWAP, exercisable once the Trailing VWAP reaches $10.00 per share[67]. - As of September 30, 2024, the Company had 17,249,978 public warrants outstanding, with an exercise price of $11.50 per share[107]. - As of September 30, 2024, the Company had 2,509,295 outstanding restricted stock units[120]. Operational Overview - The Company’s operations are managed in one segment, with no significant concentrations of credit risk identified in cash holdings[37][36]. - The Company adopted ASU 2020-06 effective January 1, 2024, which simplifies accounting for convertible instruments without impacting its consolidated financial statements[53]. - The Company repurchased all issued Series B Preferred Stock during the three months ended June 30, 2024, in exchange for the Sponsor being released from their obligation to repay $3,613,000 in assumed liabilities[60].

Financial Instruments and Liabilities - The Company reported a balance of $94,932,000 in convertible promissory notes as of January 1, 2024, which decreased to $0 by June 30, 2024, due to derecognition upon conversion[27]. - The fair value of the Company's private warrants decreased from an initial value of $29,000 to $22,185 by June 30, 2024, reflecting a change in fair value of $(6,815)[29]. - The Company reported a change in fair value of convertible promissory notes of $(48,468,678) during the first half of 2024[27]. - The Company’s fair value measurements for derivative warrant liabilities and written call option derivative liabilities were both classified as Level 3 inputs, totaling $22,185 and $213,214 respectively[31]. - The Company adopted ASU 2020-06 effective January 1, 2024, which simplifies the accounting for convertible instruments without impacting its consolidated financial statements[33]. - The Series A Preferred Stock has a conversion price of $4.00 per share, subject to standard antidilution adjustments[56]. - Convertible promissory notes were valued using the Probability Weighted Expected Return Method, with significant assumptions including volatility and discount rate[134]. Mergers and Acquisitions - Total net liabilities acquired in the Merger amounted to $(2,654,653), with total transaction costs incurred of $7,728,681[36]. - The Company assumed $3,613,000 in liabilities from the Merger, issuing Series B Preferred Stock to the Sponsor, which was later repurchased[38]. - The Series B Preferred Stock was repurchased in June 2024, resulting in no shares of Series B outstanding as of June 30, 2024[59]. - The company completed a merger on February 14, 2024, resulting in the renaming to Tevogen Bio Holdings Inc., with the merger accounted for as a reverse recapitalization[79]. - The company incurred $2,000,000 in fees to the Sponsor for advisory services related to the merger, with $250,000 payable in cash[62]. - Merger transaction costs recognized as period expenses for the six months ended June 30, 2024, were $7.5 million, exceeding the cash received from the merger[109]. Financing Activities - The Company entered into a Loan Agreement providing for an unsecured line of credit facility for term loans of up to $36,000,000, with a freestanding purchase option valued at $14,000,000[32]. - The Company entered into a Loan Agreement for an unsecured line of credit of up to $36,000,000, allowing monthly draws of up to $1,000,000 over 36 months[42]. - The Loan Agreement includes a purchase option for the Lender to buy up to $14,000,000 of shares at 70% of the Trailing VWAP, exercisable when the Trailing VWAP reaches $10.00[43]. - A Loan Agreement was entered into on June 6, 2024, providing for an unsecured line of credit facility of up to $36.0 million, with a contingent option for the lender to purchase at least $14.0 million of common stock in a future private placement[84]. - The company drew $500,000 under its unsecured line of credit facility in July 2024, followed by an additional $500,000 in August 2024[70]. - The company has raised a total of $24.0 million from convertible promissory notes and $2.0 million from Series A Preferred Stock since January 2021[111]. - The company plans to evaluate various strategies for obtaining additional funding, including private placements and public offerings[123]. Stock and Shareholder Information - As of June 30, 2024, the Company had 168,826,402 shares of common stock issued and outstanding, with a total of 154,939,826 shares considered issued and outstanding for accounting purposes[52]. - The Company authorized and issued 2,500 shares of Series A Preferred Stock for gross proceeds of $2.0 million, with a cumulative dividend rate of 5% per annum[53]. - The Company has authorized a total of 40,000,000 shares under the 2024 Omnibus Incentive Plan, with 20,651,046 shares remaining available for grant as of June 30, 2024[48]. - As of June 30, 2024, the company had 17,249,978 public warrants and 725,000 private placement warrants outstanding[68]. - The Company may issue up to 24,500,000 Earnout Shares if the volume-weighted average price (VWAP) of its common stock reaches specified thresholds over three years[37]. - Earnout Shares for former holders of Tevogen Bio common stock are structured in three tranches of 6,666,667 shares each, contingent on VWAP reaching $15.00, $17.50, and $20.00[39]. - The company entered into an agreement to issue 600 shares of Series A-1 Preferred Stock for a gross purchase price of $6,000,000, with a cumulative dividend cap of 15% per annum[57]. Financial Performance - For the three months ended June 30, 2024, the net loss was $9,663,447 compared to a net loss of $22,184,353 for the same period in 2023, indicating a 56.4% improvement year-over-year[65]. - The net income attributable to common stockholders for the six months ended June 30, 2024, was $5,044,907, a significant recovery from a net loss of $52,940,497 in the same period of 2023[65]. - The company reported a basic net loss per share attributable to common stockholders of $(0.04) for the three months ended June 30, 2024[66]. - The net loss for the three months ended June 30, 2024, was $9.7 million, compared to a net loss of $22.2 million for the same period in 2023[99]. - For the six months ended June 30, 2024, research and development expenses reached $24.9 million, a substantial increase from $2.4 million in the same period of 2023[106]. - General and administrative expenses for the six months ended June 30, 2024, were $13.2 million, compared to $2.1 million for the same period in 2023, largely due to stock-based compensation and increased legal fees[107]. - The total operating expenses for the six months ended June 30, 2024, amounted to $38.1 million, compared to $4.5 million in the same period of 2023[105]. Research and Development - The company has ongoing development plans for product candidates, including TVGN 489 for COVID-19 and Long COVID, leveraging its ExacTcell platform[71]. - The first clinical product, TVGN 489, aims to address COVID-19 therapeutics for immunocompromised and high-risk elderly patients, with a Phase 1 trial completed in January 2023 showing no dose-limiting toxicities[78]. - The company plans to launch a pivotal trial of TVGN 489 in COVID-19 patients with B cell malignancies, with further studies in other vulnerable populations to follow[78]. - The company expects significant increases in research and development expenses as it expands its clinical trials and manufacturing capabilities[89]. - Research and development expenses for the three months ended June 30, 2024, were $4.1 million, a significant increase from $1.0 million in the same period of 2023, primarily due to stock-based compensation expenses[100]. - Clinical trial and manufacturing costs are recognized based on vendor progress, with payments varying significantly from service performance periods[129]. - No material adjustments have been made to prior estimates of accrued research and development expenses, but future changes may occur as new information arises[130]. Cash Flow and Capital Requirements - As of June 30, 2024, the accumulated deficit was $98.1 million, with cash reserves of $1.1 million[82]. - The company incurred a net cash outflow of $5.1 million from operating activities for the six months ended June 30, 2024, compared to a net cash outflow of $4.4 million for the same period in 2023[113][114]. - The company received $5.2 million in net cash from financing activities during the six months ended June 30, 2024, compared to $2.5 million in the same period in 2023[115]. - The company anticipates that its future capital requirements will depend on the progress and costs of clinical trials and regulatory reviews[121]. - The company has not yet commercialized any products or generated revenue from product sales[111]. - The company expects to incur significant expenses related to ongoing clinical trials and commercialization efforts for product candidates, particularly TVGN 489[119]. - As of June 30, 2024, the company had contractual obligations totaling $391,067, with $146,621 due within one year[124].

As filed with the Securities and Exchange Commission on July 31, 2024 Registration No. 333-280414 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tevogen Bio Holdings Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 2836 98-1597194 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification ...

As filed with the Securities and Exchange Commission on July 23, 2024 Registration No. 333-280414 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tevogen Bio Holdings Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 2836 98-1597194 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification ...

As filed with the Securities and Exchange Commission on June 21, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tevogen Bio Holdings Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 2836 98-1597194 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 15 Independence Boul ...

Financial Performance - For the three months ended March 31, 2024, the Company reported a net income of $11,264,842 compared to a net loss of $30,756,144 for the same period in 2023[87]. - Net income attributable to common stockholders for Q1 2024 was $10,506,866, while the basic net income per share was $0.08[87]. - The weighted average common stock outstanding increased to 137,333,802 in Q1 2024 from 119,999,989 in Q1 2023[87]. Merger and Acquisition Details - The Company reported a total net liabilities acquired in the Merger of $2,883,981, which includes transaction costs of $7,728,681[45]. - The Merger resulted in the issuance of 164,614,418 shares of the Company's common stock immediately after the transaction[44]. - The company assumed notes payable of $1,651,000 from the Merger, which remain outstanding and are in default as of March 31, 2024[52]. - The Company incurred total transaction costs of $7,728,681 related to the Merger, with $229,328 charged directly to equity[45]. Stock and Compensation - The company recorded stock-based compensation expense of $26,333,249 for the three months ended March 31, 2024, with $19,735,896 allocated to research and development and $6,597,353 to general and administrative expenses[58]. - The company issued 19,348,954 restricted stock units (RSUs) under the 2024 Plan, with a fair value of $4.51 per share, totaling $87,263,783[56]. - The company has $86,164,020 of unrecognized compensation cost related to restricted stock, which will be expensed over a weighted average period of 9.9 years[57]. - The Company recognized a compensation cost of $25,233,487 for performance-based RSUs due to the achievement of the liquidity event performance condition[57]. - The Company recognized a compensation cost of $800,396 for 40,000 Performance-Based RSUs issued to the CEO's wife and 20,000 RSUs to a consulting firm controlled by the CFO's daughter[86]. Liabilities and Fair Value - As of March 31, 2024, total accrued expenses and other liabilities amounted to $1,564,834, an increase of 42.5% from $1,096,450 as of December 31, 2023[51]. - The fair value of the convertible promissory notes prior to the Merger was assessed using significant assumptions, including a volatility of 80% and a discount rate of 35% - 36%[36]. - The estimated fair value of Series A Preferred Stock was determined using a Monte Carlo simulation with volatility ranging from 75% to 85%[40]. - As of March 31, 2024, there are 17,975,000 warrants outstanding, with public warrants having an exercise price of $11.50 per share[79][80]. - Total potentially dilutive securities included 65,575,576 shares as of March 31, 2024[90]. Other Financial Information - The Company has the potential to issue up to 24,500,000 Earnout Shares if the volume-weighted average price of its common stock reaches specified thresholds over three years[46]. - The Series A Preferred Stock was issued for gross proceeds of $2.0 million at a price of $4,000 per share, with an expense of $799,990 recorded related to its issuance[65]. - The Series B Preferred Stock was issued in return for the assumption of $3,613,000 of liabilities, with an issuance date fair value of $3,613,000 recorded[72]. - The Company incurred $2,000,000 in fees to the Sponsor for advisory services, with $250,000 payable in cash and the remainder paid with 150,000 shares of common stock[83]. - As of March 31, 2024, the Sponsor owes the Company $158,819 for working capital expenses[84]. Regulatory and Reporting - The adoption of ASU 2020-06 did not impact the Company's consolidated financial statements and related disclosures[42]. - The Company operates in a single segment, with no significant concentrations of credit risk identified in its cash holdings[31][32]. - The Company has not identified any subsequent events requiring disclosure through May 28, 2024[90]. - The Company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[157].