Tevogen Bio Holdings Inc 2024年度报告

FORM 10-K (Mark One) ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the transition period fromto Commission file number:001-39269 Tevogen Bio Holdings Inc.(Exact name of registrant as specified in its charter) 98-1597194(I.R.S. Employer Registrant’s telephone number, including area code:(877) 838-6434 Securities registered pursuant to Section 12(b) of the Act: Title of each classTradingSymbol(s)Name of each exchange on which registeredCommon Stock, $0.0001 par value perTVGNThe Nasdaq Stock Market LLC 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 theSecurities Act. YES☐NO☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of theAct. YES☐NO☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YES☐NO☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data Filerequired to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (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 emerging growth company. See the definitions of “largeaccelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’sassessment of the effectiveness of its internal control over financial 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 thefinancial statements of the registrant included in the filing reflect the correction of an error to previously issuedfinancial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recoveryanalysis of incentive-based compensation received by any of the registrant’s executive officers during the relevantrecovery 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 ExchangeAct). YES☐NO☐ The aggregate market value of the common stock held by non-affiliates of the registrant, computed byreference to the price at which the common stock was last sold on The Nasdaq Stock Market on June 28, 2024 (thelast business day of the registrant’s most recently completed second fiscal quarter), was $21.4 million. The number of shares of registrant’s common stock outstanding as of March 21, 2025 was 183,893,433. Portions of the registrant’s Definitive Proxy Statement relating to the registrant’s 2025 Annual Meeting ofStockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. SuchDefinitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the endof the registrant’s fiscal year ended December 31, 2024. Table of Contents TEVOGEN BIO HOLDINGS INC. FORM 10-KINDEX PagePART IItem 1Business6Item 1ARisk Factors39Item 1BUnresolved Staff Comments78Item 1CCybersecurity78Item 2Properties79Item 3Legal Proceedings79Item 4Mine Safety Disclosures79 Item 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity 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 Inspection93 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (this “Annual Report”) contains statements that constitu