RELATED PARTY TRANSACTIONS |
6 Months Ended |
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Jun. 30, 2026 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | NOTE 9. RELATED PARTY TRANSACTIONS
Transactions with Sponsor
Pursuant to the Merger Agreement, the Company incurred fees to the Sponsor for advisory services (the “Sponsor Advisory Service Fee”). The Sponsor Advisory Service Fee payable is presented on the unaudited consolidated balance sheets under the line item “Due to related party.”
As of June 30, 2026, the Sponsor owes the Company $158,819 to cover working capital expenses, which is presented on the unaudited consolidated balance sheets under the line item “Due from related party.”
Loan Agreement
See Note 5 for additional information on the Loan Agreement with the Patel Family, which provides for a Facility for term loans.
Consulting Agreement
In December 2024, the Company contracted with Dr. Manmohan Patel to provide advisory services to the Company in support of the Company’s manufacturing development, including but not limited to identifying and developing real estate, establishing quality management processes, attracting and hiring an executive to lead operations, providing medical advice, and addressing government affairs and regulatory matters. In exchange for his consultation services, Dr. Patel was granted RSUs, of which vested immediately and RSUs vested in each of January 2025 and February 2025, with an aggregate grant date fair value of $.
KRHP
In January 2025, the Company received a grant of $2.0 million from KRHP to further the Company’s development of off-the-shelf, genetically unmodified precision T cell therapeutics to treat infectious diseases and cancers. In August 2025, the Company received an additional grant of $1.0 million from KRHP to advance Tevogen.AI. KRHP is affiliated with the Patel Family. KRHP also committed to provide an additional $7.0 million of grant funding to the Company to be used towards the Company’s ongoing operational expenses.
Pre-funded Warrants
On May 15, 2026, the Company closed the sale of the Pre-funded Warrants to the Patel Family for an aggregate purchase price of approximately $3.0 million. The exercise price of each Pre-funded Warrant is $0.0001 per share, payable upon exercise. The Patel Family’s ability to exercise the Pre-funded Warrants is limited to a beneficial ownership cap of 9.99% of the Company’s then-outstanding common stock, which the Patel Family may increase to up to 19.99% upon 61 days’ prior written notice to the Company. The Company filed a resale registration statement to register the resale of the shares of common stock issuable upon exercise of the Pre-funded Warrants, and agreed to maintain the effectiveness of such registration statement until such time as the shares of common stock issuable upon exercise of the Pre-funded Warrants are no longer owned by the Patel Family or may be sold without volume or manner of sale restrictions pursuant to Rule 144 under the Securities Act.
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