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.
About Tevogen
Tevogen is a clinical-stage specialty
immunotherapy company harnessing one of nature’s most powerful
immunological weapons, CD8+ cytotoxic T lymphocytes, to develop
off-the-shelf, genetically unmodified precision T cell therapies
for the treatment of infectious diseases, cancers, and neurological
disorders, aiming to address the significant unmet needs of large
patient populations. Tevogen Leadership believes that
sustainability and commercial success in the current era of
healthcare rely on ensuring patient accessibility through advanced
science and innovative business models. Tevogen has reported
positive safety data from its proof-of-concept clinical trial, and
its key intellectual property assets are wholly owned by the
company, not subject to any third-party licensing agreements. These
assets include three granted patents and twelve pending patents,
two of which are related to artificial intelligence.
Tevogen is driven by a team of highly
experienced industry leaders and distinguished scientists with drug
development and global product launch experience. Tevogen’s
leadership believes that accessible personalized therapeutics are
the next frontier of medicine, and that disruptive business models
are required to sustain medical innovation.
Forward Looking Statements
This press release contains certain
forward-looking statements, including without limitation statements
relating to: expectations regarding the expected financial results
of Tevogen and its subsidiary Tevogen Bio Inc. and the combined pro
forma financial results of Tevogen and Tevogen Bio Inc. as of and
for the year ended December 31, 2023; the healthcare and
biopharmaceutical industries; Tevogen’s development of, the
potential benefits of, and patient access to its product candidates
for the treatment of infectious diseases, cancer and neurological
disorders, including TVGN 489 for the treatment of COVID-19 and
Long COVID; Tevogen’s ability to develop additional product
candidates, including through use of Tevogen’s ExacTcell platform;
the anticipated benefits of ExacTcell; expectations regarding
Tevogen’s future clinical trials; Tevogen’s manufacturing plans;
and Tevogen’s ability to generate revenue in the future.
Forward-looking statements can sometimes be identified by words
such as “may,” “could,” “would,” “expect,” “anticipate,”
“possible,” “potential,” “goal,” “opportunity,” “project,”
“believe,” “future,” and similar words and expressions or their
opposites. These statements are based on management’s expectations,
assumptions, estimates, projections and beliefs as of the date of
this press release and are subject to a number of factors that
involve known and unknown risks, delays, uncertainties and other
factors not under the company’s control that may cause actual
results, performance or achievements of the company to be
materially different from the results, performance or other
expectations expressed or implied by these forward-looking
statements. The expected financial information presented in this
press release is subject to completion of Tevogen’s financial
closing procedures and therefore preliminary and subject to change,
and any changes could be material. Furthermore, this information
does not present all information necessary for an understanding of
the financial condition as of or results of operations for the year
ended December 31, 2023, of Tevogen or Tevogen Bio Inc or their
combined pro forma financial condition or results of operations.
Tevogen will provide further information on its results when it
files its Annual Report on Form 10-K for the fiscal year ended
December 31, 2023.
Factors that could cause actual results,
performance, or achievements to differ from those expressed or
implied by forward-looking statements include, but are not limited
to: (i) uncertainty regarding the timing and filing of Tevogen’s
Annual Report on Form 10-K and related disclosure of pro forma
financial results; (ii) changes in final results arising from
financial closing procedures; (iii) the effect of the recent
business combination with Semper Paratus Acquisition Corporation
(the “Business Combination”) on Tevogen’s business relationships,
operating results, and business generally; (iv) the outcome of any
legal proceedings that may be instituted against Tevogen related to
the Business Combination; (v) changes in the markets in which
Tevogen competes, including with respect to its competitive
landscape, technology evolution, or regulatory changes; (vi)
changes in domestic and global general economic conditions; (vii)
the risk that Tevogen may not be able to execute its growth
strategies or may experience difficulties in managing its growth
and expanding operations; (viii) the risk that Tevogen may not be
able to develop and maintain effective internal controls; (ix)
costs related to the Business Combination and the failure to
realize anticipated benefits of the Business Combination; (x) the
failure to achieve Tevogen’s commercialization and development
plans, and identify and realize additional opportunities, which may
be affected by, among other things, competition, the ability of
Tevogen to grow and manage growth economically and hire and retain
key employees; (xi) the risk that Tevogen may fail to keep pace
with rapid technological developments to provide new and innovative
products and services or make substantial investments in
unsuccessful new products and services; (xii) the ability to
develop, license or acquire new therapeutics; (xiii) that Tevogen
will need to raise additional capital to execute its business plan,
which may not be available on acceptable terms or at all; (xiv) the
risk of regulatory lawsuits or proceedings relating to Tevogen’s
business; (xv) uncertainties inherent in the execution, cost, and
completion of preclinical studies and clinical trials; (xvi) risks
related to regulatory review, and approval and commercial
development; (xvii) risks associated with intellectual property
protection; (xviii) Tevogen’s limited operating history; and (xix)
those factors discussed or incorporated by reference in Tevogen’s
filings with the SEC and that that are contained in the Proxy
Statement/Prospectus relating to the Business Combination.
You should not place undue reliance on
forward-looking statements, which speak only as of the date they
are made. Tevogen undertakes no obligation to update any
forward-looking statements, except as required by applicable
law.
Contacts
Tevogen Bio CommunicationsT: 1 877 TEVOGEN, Ext
701Communications@Tevogen.com
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