• Conversion of promissory notes into common stock removed $94.9 million in pro forma balance sheet liabilities.

• The converted common stock is included in the company's total 165 million outstanding shares.

• The Tevogen.ai initiative aims to harness the immense potential of AI to enhance drug discovery, development, manufacturing, distribution, and patient access.

WARREN, N.J., April  26, 2024  (GLOBE NEWSWIRE) -- Tevogen Bio Holdings Inc. ("Tevogen" or "Tevogen Bio") (Nasdaq: TVGN) is a clinical-stage specialty immunotherapy biotech pioneer developing off-the-shelf, genetically unmodified T cell therapeutics in virology, oncology, and neurology.

Dear Fellow Stockholders:

In anticipation of the filing of our annual financial statements, I would like to provide our investors with a few reflections on anticipated financial results.

First, we expect to report that as of December 31, 2023, and for year-end 2023, the liabilities and net losses of Tevogen Bio Inc were primarily related to convertible promissory notes. Those notes were assumed and converted into shares of Tevogen Bio Holdings Inc in connection with the business combination between Tevogen Bio Inc and Semper Paratus Acquisition Corporation that closed on February 14, 2024. We expect to report that the net losses of Tevogen Bio Inc consisted primarily of non-cash charges related to the change in the fair value of the convertible promissory notes, not the operating expenses of Tevogen Bio Inc, and that Tevogen Bio Inc's operating expenses for 2023 were $8.8 million. Due to the conversion of the convertible promissory notes, we will report that on a pro forma basis, there are no longer any liabilities associated with convertible promissory notes, and that the non-cash charge related to the change in the fair value of the notes has been eliminated from the pro forma condensed combined statement of operations. We anticipate disclosing that of the $94.9 million of balance sheet liabilities that were removed by the conversion of the notes, $80.7 million were current liabilities and $14.2 million were long-term liabilities.

Second, I'd like to reflect on our recent leadership appointments and the newly launched initiative in Artificial Intelligence (AI). The Tevogen.ai initiative aims to harness the immense potential of AI to enhance drug discovery, development, manufacturing, distribution, and patient access. Mittul Mehta, our Chief Information Officer (CIO) and Head of Tevogen.ai, brings over 20 years of experience in information technology and nearly a decade in senior management roles. Previously, Mr. Mehta served as Senior Vice President, Global Head of Platforms Security, Mobility & Cloud Security at Jefferies LLC, where he played a key role in enterprise strategy. His extensive experience across various organizations, including Avanade Inc., Macy's Inc., MetLife Inc., and Microsoft Corporation, demonstrates his ability to align technology with business objectives and lead teams effectively through complex projects and shifting priorities. Looking ahead, Mr. Mehta will share his vision for AI in biotechnology and healthcare through featured speeches including at the Longwood Healthcare Leaders Spring MIT conference and Hogan Lovells Annual Health Care AI Law and Policy Summit.
Tevogen also appointed Tapan V. Shah as Head of Investor Relations and Corporate Development. Mr. Shah, a Wall Street veteran with over 25 years of experience across key financial services industry verticals, brings broad leadership capabilities to Tevogen Bio. Most recently, Mr. Shah was Director, Relationship Management, in Citigroup's Client organization, where he was also a member of the Executive Office. Prior to Citigroup, he worked in Morgan Stanley's asset management business (MSIM) focused on Equity Strategy and Product Development. Mr. Shah started his career in the Investment Banking Division of Goldman Sachs. In this new position, Mr. Shah will lead communications with all financial stakeholders, including shareholders, research analysts, and investment bankers. He will also lead the M&A and capital raising functions at Tevogen Bio.

We believe our allogeneic, precision T cell technology platform, ExacTcell, represents a significant scientific breakthrough that has the potential to develop a new class of off the shelf T cell therapeutics with diverse applications spanning virology, oncology, and neurology.

As I prepare to attend the Yale CEO Summit with fellow business leaders from all sectors of our economy, I thank you all for your continued support for our shared mission for a healthier world.

Sincerely,

Ryan Saadi

CEO, Tevogen Bio Holdings Inc.