TVGNTevogen Bio Holdings Inc. · Nasdaq Global Market
Effective Supply — the real overhang

From what's tradeable today to what's realistically coming. Bigger = more selling pressure ahead.

2.14M
Reported Float
2.23M
Tradeable Now
(estimated float)
2.61M
Effective Supply
8.29M
Fully Diluted
Dilution risk7/10
CONFIDENCE: MEDIUM
HIGHAssessed Aug 28, 2026Trigger: ReassessmentCRITICALOversized ATM capacity relative to market cap and floatHIGHNear-zero-strike pre-funded warrants with effective resale registration

Scored on supply mechanics only. The dominant driver is an actively-drawn $50M ATM with ~$43.6M remaining against a $44.9M market cap — at $6.89 that headline capacity equals ~6.3M shares, roughly 2.8x the entire 2.23M tradeable float (Rule 415/I.B.6 baby-shelf limits realistically throttle this to ~$5M / ~745K shares per rolling 12 months, still ~33% of float). Second is 375,000 pre-funded warrants at $0.0001 held by the Patel Family, exercisable now, cashless-capable, with an effective resale S-3 — 16.8% of float that can hit the tape without any further company action. Third is Series C preferred, a genuinely variable-rate instrument (30-day VWAP conversion) whose share count has accreted 145,127 → 219,765 in three months on a 7.5% compounding dividend; the $30.86 floor is currently binding and caps issuance at ~10% of float, which is the only thing keeping this from a death-spiral profile. Offsetting the score downward: the 359,500 legacy common warrants strike at $575, or 83x the market price, with no reset provisions — effectively zero risk; the $14M and Additional Amount Purchase Options price at a 30% discount to VWAP but are dormant behind a $500.00/share trigger and carried at $0 fair value; and the Loan Agreement interest/principal share settlement is fixed at $75.00 (or higher of $75 and VWAP), so it issues almost nothing at current prices. Not scored: cash position, going concern, Nasdaq listing status, business quality.

Share Structure

Float to Fully Diluted Breakdown

LIKELY STALE

Reported float from Insight Sentry (NASDAQ:TVGN). Adjusted based on SEC filing analysis.

Reported Float2.14M25.8%
Float Adjustments95K1.1%
0 sharesHIGH

Sanity check passed: reported float 2,139,777 is below shares outstanding 6,511,540 and is consistent with the post-1:50-reverse-split share count and with the 65.6% insider block reported in the 2026-08-03 DEF 14A (6,416,540 − 4,206,194 = 2,210,346). Feed appears to be roughly late-July 2026 vintage and already split-adjusted. No split correction required.

Source: DEF 14A filed 2026-08-03; Insight Sentry MARKET_DATA

+95K sharesMEDIUM

Shares outstanding grew 95,000 between the 2026-07-23 DEF 14A record date (6,416,540) and the 2026-08-10 10-Q cover date (6,511,540). ATM cumulative sales rose from ~278,000 shares (through 2026-05-12) to ~319,000 shares (through 2026-08-10) — ATM shares are issued free-trading and enter the float immediately. Adding the full 95,000 delta as free-trading supply the feed has not yet picked up.

Source: XBRL share history + 10-Q filed 2026-08-14 (ATM: 319,000 shares sold to date at $19.96 weighted average, $6.4M gross)

Convertible Notes4.95M59.7%
Patel Family, LLP unsecured line of credit (Loan Agreement dated 2024-06-06, up to $36.0M) — drawn balance; interest payable in common stock at a fixed effective price of $75.00/share; principal repayable at Company election in cash or stock at the GREATER of $75.00 and 10-day trailing VWAP
Conv. Price: fixed
Est. Shares: ~85K (agent-computed)
$14,000,000 Purchase Option under the Loan Agreement — right of The Patel Family, LLP to purchase common stock at 70% of trailing VWAP (30% discount to market)
Conv. Price: floating_discount
Est. Shares: ~2.72M (variable-discount)
Additional Amount Purchase Option under the Loan Agreement — identical 70%-of-VWAP pricing, exercisable for up to the then-remaining undrawn term loan amount (~$11.0M)
Conv. Price: floating_discount
Est. Shares: ~2.14M (variable-discount)
Warrants735K8.9%
common348K shares at $575
placement_agent12K shares at $575
pre-funded375K shares at $0.0001
≈ Estimated Actual Float

Reported float + filing adjustments

2.23M

MEDIUM confidence

Pending Shares as % of Float68.9%

Registered and convertible shares that could enter the float relative to current float size.

Fully Diluted8.29M100%

Share estimates are approximate. Convertible share counts based on current price. Review SEC filings for exact terms.

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Dilution profile
Reverse splits
  • 1-for-50·Mar 6, 2026~6 mo ago
Active mechanisms
  • $50M ATM with A.G.P./Alliance Global Partners — ~$43.6M remaining, actively sold into (319,000 shares to date)
  • 375,000 pre-funded warrants at $0.0001, exercisable now, cashless-capable, resale-registered and effective
  • Series C Preferred — variable 30-day-VWAP conversion with $30.86 floor, share count accreting via 7.5% compounding dividend
  • Series A / A-1 Preferred — fixed conversion into 22,000 combined shares
  • Patel Family $36.0M line of credit — $6.4M drawn, ~$11.0M available; interest and principal settleable in stock at $75.00/share
  • 2024 Omnibus Incentive Plan with 5%-of-outstanding annual evergreen, plus a proposed 100,000,000-share reserve increase put to shareholders
  • Dormant $14M and Additional Amount Purchase Options at 70% of VWAP (30% discount), armed if trailing VWAP ever reaches $500.00/share

Market Data

Price

$7.34

Market Cap

$45.83M

Outstanding

6.51M

Float

2.14M

Avg Volume

3.5K

Exchange: NASDAQ|Source: Insight Sentry
TVGN Float & Dilution Analysis | ShareStructure.io