Tevogen Bio Holdings Inc 2024年度报告

FORM10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Tevogen Bio Holdings Inc.(Exact name of registrant as specified in its charter) Registrant’s telephone number, including area code:(877)838-6434 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YES☐NO☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.YES☐NO☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days.YES☒NO☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by anyof the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YES☐NO☒ The aggregate market value of the common stock held by non-affiliates of the registrant, computed by reference to the price at which the common stock was lastsold on The Nasdaq Stock Market on June 28, 2024 (the last business day of the registrant’s most recently completed second fiscal quarter), was $21.4million. The number of shares of registrant’s common stock outstanding as of March 21, 2025 was183,893,433. Portions of the registrant’s Definitive Proxy Statement relating to the registrant’s 2025 Annual Meeting of Stockholders are incorporated by reference into Part IIIof this Annual Report on Form 10-K where indicated. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days afterthe end of the registrant’s fiscal year ended December 31, 2024. Table of ContentsTEVOGEN BIO HOLDINGS INC.FORM 10-KINDEXPagePART IItem 1Business6Item 1ARisk Factors39Item 1BUnresolved Staff Comments78Item 1CCybersecurity78Item 2Properties79Item 3Legal Proceedings79Item 4Mine Safety Disclosures79PART IIItem 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities80Item 6[Reserved]80Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations80Item 7AQuantitative and Qualitative Disclosures About Market Risk92Item 8Financial Statements and Supplementary Data92Item 9Changes in and Disagreements With Accountants on Accounting and Financial Disclosure92Item 9AControls and Procedures92Item 9BOther Information93Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspection93PART IIIItem 10Directors, Executive Officers, and Corporate Governance94Item 11Executive Compensation94Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters94Item 13Certain Relationships and Related Transactions, and Director Independence94Item 14Principal Accounting Fees and Services94PART IVItem 15Exhibits and Financial Statement