Tevogen生物控股有限公司2025年季度报告

FORM10-Q Commission File Number:001-41002 98-1597194(I.R.S. EmployerIdentification 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 SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐YES☒NO As of May 13, 2025, there were183,893,433shares of the registrant’s common stock, par value $0.0001per share, outstanding. PART I - FINANCIAL INFORMATION TEVOGEN BIO HOLDINGS INC.NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1.NATURE OF BUSINESS Tevogen Bio Holdings Inc., a Delaware corporation (the “Company”), is a clinical-stage specialty immunotherapy companyharnessing the power of CD8+ cytotoxic T lymphocytes to develop off-the-shelf, precision T cell therapies for the treatment ofinfectious diseases, cancers, and other disorders. The Company’s precision T cell technology, ExacTcell, is a set of processes andmethodologies to develop, enrich, and expand single human leukocyte antigen-restricted CTL therapies with proactively selected,precisely defined targets. The Company has completed a Phase 1 proof-of-concept trial for the first clinical product of ExacTcell, On February 14, 2024 (the “Closing Date”), pursuant to the Agreement and Plan of Merger dated June 28, 2023 (the “MergerAgreement”) by and among Semper Paratus Acquisition Corporation (“Semper Paratus”), Semper Merger Sub, Inc., a wholly ownedsubsidiary of Semper Paratus (“Merger Sub”), SSVK Associates, LLC (the “Sponsor”), Tevogen Bio Inc (n/k/a Tevogen Bio Inc.)(“Tevogen Bio”), and Dr. Ryan Saadi, in his capacity as seller representative, Merger Sub merged with and into Tevogen Bio, withTevogen Bio being the surviving entity and a wholly owned subsidiary of Semper Paratus (the “Merger” and together with the other In connection with the closing of the Business Combination (the “Closing”), the then-outstanding shares of common stock of TevogenBio were converted into shares of the common stock of the Company at an exchange ratio of approximately4.85shares of Company As discussed in Note 4, the Merger was accounted for as a reverse recapitalization under which the historical financial statements ofthe Company prior to the Merger are those of Tevogen Bio. All information related to the common stock of Tevogen Bio prior to the Following the Merger, the former equity holders and holders of convertible promissory notes of Tevogen Bio held91.0% of theoutstanding shares of common stock of the Company and the former shareholders, creditors, and other contractual counterparties of NOTE 2.DEVELOPMENT-STAGE RISKS AND LIQUIDITY The Company has generally incurred losses and negative cash flows from operations since inception. The Company anticipatesincurring additional losses until such time, if ever, that it can generate significant sales from its product candidates currently indevelopment. Management believes that cash of $1,974,932as of March 31, 2025, the amounts available under the Loan Agreemententered into in June 2024 (as defined in Note 7), and the commitment for an $8,000,000grant from KRHP LLC, a New Jersey limitedliability company (“KRHP”), will allow the Company to have adequate cash and financial resources to operate for at least the next 12months from the date of issuance of these unaudited consolidated financial statements. The Company received a capital contribution inthe form of a grant of $2,000,000from KRHP in January 2025 and drew $1,000,000in each of February 2025 and in March 2025under the Loan Agreement. The initial $2,000,000in grant funding may not be used for the payment of a pre-existing pledge or other TEVOGEN BIO HOLDINGS INC.NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Management regularly evaluates different strategies to obtain funding for operations for subsequent periods. These strategies mayinclude but are not limited to private placements of securities, licensing and/or marketing arrangements, partnerships with otherpharmaceutical or biotechnology