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TVGN on Nasdaq

Tevogen Inc.

Tevogen Inc. is an American biological products company, incorporated in Delaware.1 It is headquartered in Warren, New Jersey.1 Its shares trade on Nasdaq under the symbol TVGN.1

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Last updated Oct 21, 2026.

Overview

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  • TickerTVGN on Nasdaq1
  • IndustryBiological Products, (No Diagnostic Substances)1
  • HeadquartersWarren, New Jersey1
  • Incorporated inDE2
  • Business address15 Independence Boulevard, Suite #210, Warren, Nj 070592
  • Filer category, Emerging growth company2

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“the Company” and “our Company” refer to Tevogen Bio Holdings Inc. and its consolidated subsidiary.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Financial statements

Operating income56-$26.1M in 2025+196% since 2023
-$60.0M-$40.0M-$20.0M02023: -$8.8M-$8.8M20232024: -$53.6M-$53.6M2024+506%2025: -$26.1M-$26.1M2025−51%
Net income756-$26.3M in 2025
-$80.0M-$60.0M-$40.0M-$20.0M0$20.0M2022: $4.4M$4.4M20222023: -$60.5M-$60.5M20232024: -$13.7M-$13.7M2024−77%2025: -$26.3M-$26.3M2025+91%

Every line of the income statement as filed: the last 2 fiscal years, latest first.6

Period ending2025-12-312024-12-31
Research and development$11.1M$31.0M
General and administrative$15.0M$22.5M
Total operating expenses$26.1M$53.6M
Loss from operations-$26.1M-$53.6M
Interest expense, net-$195.6K-$184.0K
Merger transaction costs-$7.5M
Change in fair value of warrants$60.7K-$58.2K
Change in fair value of convertible promissory notes$48.5M
Loss on issuance of commitment shares-$890.0K
Net loss-$26.3M-$13.7M
Net loss attributable to common stockholders, basic-$26.8M-$10.3M
Net loss attributable to common stockholders, diluted-$26.8M-$10.3M
Net loss per share attributable to common stockholders, basic-$8.08-$3.50
Net loss per share attributable to common stockholders, diluted-$8.08-$3.50
Weighted-average common stock outstanding, basic3.3M shares2.9M shares
Weighted-average common stock outstanding, diluted3.3M shares2.9M shares

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Corporate structure

Tevogen Inc. sits at the top of its group. 2 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Tevogen Inc.

  • Tevogen Inc. Warren, New Jersey
    • Tevogen Bio Inc. Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Tevogen Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$584.8K6 Dec 31, 2025$721.8K6 Dec 31, 2024−19.0%
Accumulated depreciation$414.5K6 Dec 31, 2025$425.3K6 Dec 31, 2024−2.5%
Property and equipment, net$170.3K6 Dec 31, 2025$296.4K6 Dec 31, 2024−42.5%
Operating-lease assets (leased space)$1.4M6 Dec 31, 2025$228.5K6 Dec 31, 2024+523.0%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$06 Dec 31, 2025$06 Dec 31, 2024

Properties, in its own words

Our corporate headquarters are located in Warren Township, New Jersey, and consist of 13,242 square feet dedicated to corporate, operational, and pre-commercial activities under a lease that expires February 28, 2033. We also have one research and development facility located in Philadelphia, which is a shared facility with laboratory space dedicated to us that is focused on preclinical and pharmacodynamic activities.

Item 2 of the 10-K filed Mar 31, 2026.4

Leadership

Who has led Tevogen Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Ben Baldanza2021
  2. Surendra K. Ajjarapu2023
  3. Ryan H. Saadi2024–now

Chair

  1. Surendra K. Ajjarapu2023

Chief financial officer

  1. Philippe J. Kurzweil2021
  2. Knuettel Francis Ii.2023
  3. Kirti Desai2024–now
2025
Board members and other officers (15)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Tevogen Bio Inc. Delaware3

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Tevogen Bio Holdings Inc.Feb 16, 2024 to Jul 30, 20262
  • Semper Paratus Acquisition CorpJun 10, 2021 to Feb 15, 20242

Timeline

  1. Sep 30, 20268-K Other events31
  2. Sep 16, 20268-K Executive or director change32
  3. Sep 10, 20268-K Other events33
  4. Aug 26, 20268-K Executive or director change; Bylaws or fiscal year changed; Shareholder vote34
  5. Jul 30, 20268-K Bylaws or fiscal year changed35
  6. Apr 22, 20268-K Listing notice or transfer36
  7. Mar 25, 20268-K Other events37
  8. Mar 4, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed; Regulation FD disclosure38
  9. Feb 25, 20268-K Executive or director change; Shareholder vote39
  10. Jan 30, 20268-K Regulation FD disclosure40
  11. Sep 26, 20258-K Listing notice or transfer41
  12. Jul 10, 20258-K Other events42
  13. Feb 16, 2024New chief executive Ryan H. Saadi becomes CEO11
  14. Jun 12, 2023New chief executive Surendra K. Ajjarapu becomes CEO12
  15. Nov 3, 2021New chief executive Ben Baldanza becomes CEO13

Calendar

Coming up

  1. Nov 13, 2026Reports results for the quarter ending Sep/202643

When it reported results

  1. Apr 26, 2024Reported quarterly or annual results44

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

302 filings to the SEC since October 2021: 6 annual reports, 16 quarterly reports, 54 major events, 78 insider forms, 28 large holders, 120 other. The latest 20:

  1. Sep 30, 20268-K EDGAR
  2. Sep 16, 20268-K EDGAR
  3. Sep 16, 2026SCHEDULE 13D/A EDGAR
  4. Sep 16, 2026SCHEDULE 13D/A EDGAR
  5. Sep 16, 20264 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
  6. Sep 16, 20264 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
  7. Sep 15, 20264 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
  8. Sep 15, 20264 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
  9. Sep 15, 20264 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
  10. Sep 15, 20264 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
  11. Sep 15, 20264 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
  12. Sep 10, 20268-K EDGAR
  13. Aug 26, 20268-K EDGAR
  14. Aug 24, 2026S-8 EDGAR
  15. Aug 14, 202610-Q EDGAR
  16. Aug 3, 2026DEF 14A EDGAR
  17. Jul 30, 20268-K EDGAR
  18. Jul 23, 2026PRE 14A EDGAR
  19. Jul 14, 2026SCHEDULE 13D/A EDGAR
  20. Jul 10, 2026S-8 EDGAR

The 302 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

17 open-market trades by officers, directors and large owners since October 2021: 3 buys and 14 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Mar 13, 2026Flomenberg NealSee RemarksSale501$6.40$3.2KForm 4
Mar 11, 2026Flomenberg NealSee RemarksSale452$7.26$3.3KForm 4
Mar 10, 2026Flomenberg NealSee RemarksSale19$7.75$147Form 4
Jun 9, 2025Saadi Ryan H.Chief Executive OfficerSale1,438,206$1.23$1.8MForm 4
Mar 12, 2025Flomenberg NealSee RemarksSale232,968$1.09$253.9KForm 4
Mar 11, 2025Flomenberg NealSee RemarksSale70,252$1.05$73.8KForm 4
Mar 10, 2025Flomenberg NealSee RemarksSale70,384$1.09$76.7KForm 4
Mar 7, 2025Flomenberg NealSee RemarksSale71,273$1.14$81.3KForm 4
Mar 6, 2025Flomenberg NealSee RemarksSale88,519$1.10$97.4KForm 4
Mar 5, 2025Flomenberg NealSee RemarksSale110,659$1.21$133.9KForm 4
Mar 4, 2025Flomenberg NealSee RemarksSale14,639$1.28$18.7KForm 4
Oct 17, 2024Flomenberg NealSee RemarksSale1,078,600$1.62$1.7MForm 4
Jun 12, 2024Desai KirtiChief Financial OfficerBuy3,000$0.82$2.5KForm 4
Jun 5, 2024Saadi Ryan H.Chief Executive OfficerBuy2,607$0.77$2.0KForm 4
Jul 17, 2023Corbin ERISA Opportunity Fund, Ltd.10% ownerSale2,320,000$10.68$24.8MForm 4
Jun 7, 2023Semper Paratus Sponsor LLC10% ownerSale8,988,889$1.00$9.0MForm 4
Nov 8, 2021Semper Paratus Sponsor LLC10% ownerBuy1,300,000Form 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Ryan Saadi, M.D., M.P.H.Chief Executive Officer61$501.0K$10.4M57
2025Kirti DesaiChief Financial Officer$300.0K$1.2M57
2025Neal Flomenberg, M.D.Chief Scientific Officer and Global R&D Lead$350.0K$722.0K57
2024Ryan Saadi, M.D., M.P.H.Chief Executive Officer61$501.0K$87.8M57
2024Neal Flomenberg, M.D.Chief Scientific Officer and Global R&D Lead$350.0K$350.0K57
2024Kirti DesaiChief Financial Officer$300.0K$300.0K57

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 30. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Vanguard Capital Management LLC23,976$135.7K0.0%−9,272
Morgan Stanley18,809$106.5K0.0%+1,475
Aqr Capital Management LLC17,237$97.6K0.0%New
Goldman Sachs Group Inc14,163$80.2K0.0%New
Jane Street Group, LLC11,175$63.3K0.0%New
Fmr LLC9,826$55.6K0.0%−331
Russell Investments Group, Ltd.6,532$37.0K0.0%+726
Tower Research Capital LLC (TRC)1,494$8.5K0.0%+553
UBS Group AG1,083$6.1K0.0%−2,484
Vanguard Fiduciary Trust Co838$4.7K0.0%−530
GAMMA Investing LLC762$4.3K0.0%+622
Jpmorgan Chase & Co393$2.5K0.0%−86
Arax Advisory Partners401$2.3K0.0%New
Royal Bank Of Canada154$1.0K0.0%+33
Integrated Wealth Concepts LLC171$9680.0%New
Bnp Paribas Financial Markets121$6850.0%−161
Citigroup Inc61$3450.0%+18
Allworth Financial LP50$2830.0%New
Nisa Investment Advisors, LLC48$2720.0%New
Barclays PLC33$1870.0%−216
IFP Advisors, Inc29$1640.0%New
EverSource Wealth Advisors, LLC22$1240.0%New
Sterling Capital Management LLC20$1130.0%No change
Essential Partners LLC17$960.0%New
Wells Fargo & Company/mn14$790.0%−297

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Tevogen Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARTevogen Inc.1
  • CIK0001860871
  • Employer ID (EIN)98-15971944
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)2836 Biological Products, (No Diagnostic Substances)1
  • SEC reviewing officeOffice of Life Sciences, Division of Corporation Finance1
  • Business address15 Independence Boulevard, Suite #210, Warren, NJ 070591
  • Phone646-807-88321
  • Shares outstanding6,511,540 as of Aug 10, 20269
  • Public float$63.7M as of Jun 30, 20254
  • AuditorKPMG LLP, Philadelphia, Pennsylvania PCAOB ID 185; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceJun 10, 20211
  • Filings305 in all: 4 (49), 8-K (48), 3 (26), 424B3 (22), CORRESP (16), 10-Q (15), UPLOAD (13), 425 (10)1
    All 42 form types

    SC 13G (9), SC 13G/A (8), 8-K/A (6), EFFECT (6), S-1/A (6), 10-K (5), DEF 14A (5), NT 10-Q (5), SCHEDULE 13D/A (5), NT 10-K (4), PRE 14A (4), S-8 (4), SC 13D (4), 144 (3), DEFA14A (3), PRER14A (3), S-4/A (3), 3/A (2), 8-A12B (2), CERT (2), S-1 (2), S-3 (2), SC 13D/A (2), 10-K/A (1), 10-Q/A (1), 25-NSE (1), 4/A (1), 424B4 (1), 424B5 (1), DEFR14A (1), DRS (1), DRS/A (1), POS AM (1), S-4 (1)

  • Latest filingsAnnual report (10-K) Mar 31, 2026
    Quarterly report (10-Q) Aug 14, 2026
    Proxy statement (DEF 14A) Aug 3, 2026
    Latest 8-K (8-K) Sep 30, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.0001 par value per shareTVGNThe Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Common Stock for $575 per shareTVGNWThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Mar 31, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Tevogen Inc. names in Item 1A of its 10-K filed Mar 31, 2026: 73 risks under these headings, as written.4

  • Risks Related to Our Financial Position and Need for Additional Capital
  • We have a limited operating history and no products approved for commercial sale and have never generated revenue from product sales. We have a history of significant losses, expect to continue to incur significant losses for the foreseeable future and may never achieve or maintain profitability.
  • We are relying in part on an additional $7.0 million of grant funding that we have not yet received to meet our liquidity needs.
  • We will require substantial additional financing to pursue our business objectives and to fund our operations, which may not be available on acceptable terms, or at all. A failure to obtain this necessary capital when needed could force us to delay, limit, reduce or terminate our product development, commercialization efforts or other operations and affect our future viability as an ongoing business.
  • Risks Related to Development, Regulatory Review, and Product Approval
  • The regulatory landscape that applies to cellular therapy product candidates is rigorous, complex, uncertain, and subject to change. Our allogeneic T cell therapy product candidates represent new therapeutic approaches that could result in heightened regulatory scrutiny, delays in clinical development or delays in or our ability to achieve regulatory approval, if at all, and commercialization or payor coverage and reimbursement of our product candidates, if approved.
  • As an organization, we have limited experience designing and implementing preclinical and clinical trials, which is a complex, expensive, and time-consuming process and involves uncertain outcomes, and we have never conducted pivotal clinical trials. We may fail to adequately design a trial, which could adversely affect the ability to initiate the trial, enroll patients, complete the trial, or obtain regulatory approval on the basis of the trial results, as well as lead to increased or unexpected costs and in delayed timelines.
  • If we are unable to successfully develop, receive regulatory approval for, and commercialize our product candidates, our business will be harmed.
  • We may encounter substantial delays and disruptions in completing the development of our product candidates that could impair our ability to successfully commercialize our product candidates and may harm our business and results of operations.
  • The FDA regulatory approval process is lengthy and time-consuming and may lead to significant delays in the clinical development and regulatory approval of our product candidates.
  • We may never receive regenerative medicine advanced therapy (“RMAT”) designation for TVGN 489 or any other product candidate, and receiving this designation may not lead to a faster development or regulatory review or approval process, and will not increase the likelihood that such product candidates will receive marketing approval.
  • Our business is highly dependent on our first product candidate, TVGN 489, and we must conduct clinical testing before we can obtain regulatory approval and begin commercialization of any of our product candidates.
The other 63 risks
  • Interim and preliminary results from our clinical trials that we announce or publish from time to time may change as more patient data become available and are subject to audit, validation, and verification procedures that could result in material changes in the final data.
  • The results of earlier preclinical and clinical trials may not be predictive of future clinical trial results. Initial positive results in any of our clinical trials may not be indicative of results obtained when the trial is completed.
  • Because the number of patients in our proof-of-concept clinical trial of TVGN 489 was small, the results from this trial may be less reliable than results achieved in larger clinical trials.
  • Changes in methods of product candidate manufacturing or formulation may result in additional costs or delay.
  • Our approach to the discovery and development of product candidates using our ExacTcell technology is unproven and may not result in marketable products.
  • Our preclinical studies and clinical trials may fail to demonstrate the safety and efficacy of our product candidates, or serious adverse or unacceptable side effects may be identified during the development of our product candidates, which could prevent or delay regulatory approval and commercialization, increase our costs, or necessitate the abandonment or limitation of the development of some of our product candidates.
  • If we encounter difficulties enrolling patients in our clinical trials, our clinical development activities could be delayed or otherwise be adversely affected.
  • We may be required to suspend, repeat, or terminate our clinical trials if they are not conducted in accordance with regulatory requirements, the results are negative or inconclusive, or the trials are not well designed.
  • If we do not achieve our projected development goals in the time frames we announce and expect, the commercialization of our products may be delayed.
  • Disruptions at FDA and other government agencies, such as those that may be caused by funding shortages, could hinder their ability to hire, retain or deploy key leadership and other personnel, or otherwise prevent new or modified products from being developed, approved, or commercialized in a timely manner or at all, which could negatively impact our business.
  • We may develop future product candidates in combination with other therapies, which exposes us to additional regulatory risks.
  • The use artificial intelligence in our business may require us to spend material resources and presents risks that could adversely impact our business, including by posing security and other risks to our confidential and/or proprietary information.
  • Risks Related to Business Development and Commercialization
  • Our commercial success depends upon attaining significant market acceptance of our product candidates, if approved, among physicians, patients, healthcare payors and the medical community, including hospitals and outpatient clinics.
  • We expect the product candidates we develop will be regulated biologics and therefore they may be subject to biosimilar competition.
  • The incidence and prevalence of the target patient population for TVGN 489 are based on estimates and third-party sources. If the market opportunity for TVGN 489 or our other product candidates is smaller than we estimate or if any approval that we obtain is based on a narrower definition of the patient population, our revenue and ability to achieve profitability might be materially and adversely affected.
  • Even if our product candidates receive regulatory approval, we will still face extensive ongoing regulatory requirements and continued regulatory review, which may result in significant additional expense, and our products may still face future development and regulatory difficulties.
  • If we are unable to establish sales and marketing capabilities or enter into agreements with third parties to market and sell our product candidates, we may be unable to generate any revenue.
  • Data protection, privacy and similar laws restrict access, use, and disclosure of information, and failure to comply with or adapt to changes in these laws could materially and adversely harm our business.
  • Increasing use of AI could give rise to liability, breaches of data security and privacy laws, or reputational damage.
  • Our internal computer systems, or those used by our contractors or consultants, may fail, or suffer security breaches.
  • Coverage and reimbursement may be limited or unavailable in certain market segments for our product candidates, which could make it difficult for us to sell our product candidates, if approved, profitably.
  • The advancement of healthcare reform may negatively impact our ability to sell our product candidates, if approved, profitably.
  • We may be subject, directly or indirectly, to federal and state healthcare fraud and abuse laws, false claims laws, and health information privacy and security laws. If we are unable to comply, or have not fully complied, with such laws, we could face substantial penalties.
  • Our relationships with customers, physicians including clinical investigators, CROs and third-party payors are subject, directly or indirectly, to federal and state healthcare fraud and abuse laws, false claims laws, health information privacy and security laws, transparency laws, government price reporting and other healthcare laws and regulations. If we or our employees, independent contractors, consultants, commercial partners, vendors, or other agents violate these laws, we could face substantial penalties.
  • If we fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur costs that could have a material adverse effect on the success of our business.
  • Risks Related to Manufacturing and Reliance on Third Parties
  • The manufacture of cell therapies is subject to a multitude of manufacturing risks, any of which could substantially increase our costs and limit supply of our product candidates.
  • Our efforts to establish manufacturing capabilities, either on our own or through a contract relationship, will involve significant time and expense and may not be successful.
  • We depend on third-party suppliers for key materials used in our manufacturing processes, and the loss of these third-party suppliers or their inability to supply us with adequate materials could harm our business.
  • If the third parties we rely on to help conduct our preclinical studies and clinical trials do not successfully carry out their contractual duties, comply with regulatory requirements, or meet expected deadlines, we may not be able to obtain marketing approval for or commercialize TVGN 489 and any future product candidates we develop, and our business could be materially harmed.
  • We may depend on third-party collaborators for the development and commercialization of certain of our current and future product candidates. If our collaborations are not successful, we may not be able to capitalize on the market potential of these product candidates.
  • We may have to alter our development and commercialization plans if we seek to establish collaborations and are not able to establish them on commercially reasonable terms.
  • Risks Related to Intellectual Property
  • If we are unable to obtain and maintain adequate patent protection for our product candidates or ExacTcell, our competitors could develop and commercialize products similar or identical to ours, and our ability to successfully commercialize our product candidates may be adversely affected.
  • Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by government patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.
  • We may not be able to protect our intellectual property rights throughout the world.
  • Changes in patent law could diminish the value of patents in general, thereby impairing our ability to protect our product candidates.
  • We may become involved in lawsuits to protect or enforce our intellectual property, which could be expensive, time-consuming, and unsuccessful.
  • Issued patents covering our product candidates could be found invalid or unenforceable if challenged in court. We may not be able to protect our trade secrets in court.
  • Third parties may initiate legal proceedings alleging that we are infringing their intellectual property rights, the outcome of which would be uncertain and could have a material adverse effect on the success of our business and financial condition.
  • Others may claim an ownership interest in our intellectual property and our product candidates, which could expose us to litigation and have a significant adverse effect on our prospects.
  • If we are unable to protect the confidentiality of our proprietary information, the value of our technology and products could be adversely affected.
  • We may be subject to claims asserting that our employees, consultants, or advisors have wrongfully used or disclosed alleged trade secrets of their current or former employers.
  • If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.
  • Intellectual property rights do not necessarily address all potential threats.
  • Risks Related to Our Business
  • We are highly dependent on our key personnel, and if we are not successful in attracting, motivating, and retaining highly qualified personnel, we may not be able to successfully implement our business strategy.
  • We may face substantial competition, which may result in others discovering, developing, or commercializing products before or more successfully than we do.
  • We will need to grow the size of our organization, and we may experience difficulties in managing this growth.
  • We may not realize the benefits of any acquisitions, strategic alliances, or similar arrangements that we enter into.
  • Product liability lawsuits against us could cause us to incur substantial liabilities and to limit commercialization of our product candidates.
  • Our ability to use our net operating loss carryforwards to offset future taxable income may be subject to certain limitations.
  • Risks Related to Being a Public Company and Ownership of Securities
  • The price of our Common Stock and Warrants may fluctuate significantly and you could lose all or part of your investment as a result.
  • If we fail to meet Nasdaq’s continued listing requirements, our Common Stock and our outstanding public warrants to purchase Common Stock could be delisted.
  • We have previously failed to timely file certain periodic reports with the SEC. Potential future delays in the filing of our reports with the SEC pose significant risks to our business, and could materially and adversely affect our financial condition and results of operations.
  • We may not have the funds necessary to satisfy our future obligations under the terms of our Preferred Stock and uncertainties with respect to our obligations under the terms of our Preferred Stock could materially and adversely affect our ability to raise capital, our liquidity position, our ability to operate our business and execute our business strategy, and the trading volatility and price of our securities.
  • We incur increased costs as a result of operating as a public company, and our management devotes substantial time to compliance initiatives and corporate governance practices.
  • We have issued and in the future may issue additional shares of our Common Stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of your shares.
  • We are an “emerging growth company” and a “smaller reporting company”, and certain exemptions from disclosure requirements available to us could make our securities less attractive to investors and may make it more difficult to compare our performance to the performance of other public companies.
  • Our management team has limited experience managing a public company.
  • If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendation regarding our Common Stock or if our results of operations do not meet their expectations, including projections in those reports that differ from our actual results, our share price and trading volume could decline.
  • Our business and operations could be negatively affected if we become subject to any securities litigation or stockholder activism, which could cause us to incur significant expense, hinder execution of business and growth strategy and impact its stock price.
  • We may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and the share price of our securities, which could cause you to lose some or all of your investment.
  • We have identified material weaknesses in our internal control over financial reporting. If we are unable to develop and maintain proper and effective internal control over financial reporting, our ability to produce accurate and timely financial statements could be impaired, investors may lose confidence in our financial reporting and the trading price of our Common Stock may decline.
  • A significant portion of our total outstanding shares may be sold into the market in the near future. This could cause the market price of our Common Stock to drop significantly, even if our business is doing well.
  • Our directors, executive officers, and principal stockholders, and Dr. Ryan Saadi in particular, have substantial control over our Company, which could limit your ability to influence the outcome of key transactions, including a change of control.

Legal proceedings

From time to time, we may become involved in litigation or other legal proceedings arising in the ordinary course of our business. We are not currently a party to any material pending legal proceedings.

The opening of Item 3, Legal Proceedings.4

Sources

The numbers on this page point here. Each one links to the record it came from.

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    SEC EDGAROther events
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    SEC EDGAROther events
  34. 34
  35. 35
  36. 36
  37. 37
    SEC EDGAROther events
  38. 38
  39. 39
  40. 40
  41. 41
  42. 42
    SEC EDGAROther events
  43. 43
  44. 44
  45. 45
  46. 46
  47. 47
  48. 48
  49. 49
  50. 50
  51. 51
  52. 52
  53. 53
  54. 54
  55. 55
  56. 56
  57. 57